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Max and Harbor Point get green light for merger

Shareholders of Max Capital Group Ltd. and Harbor Point Ltd. have "overwhelmingly" approved the merger of the two Bermuda re/insurers.

Pending regulatory approvals, the two companies expect to complete their amalgamation before the end of June.

The combination will result in the forming of Alterra Capital Holdings Ltd., a global re/insurer with capital of approximately $3 billion.

For Max, it's a case of second time lucky, after the company's attempt to acquire IPC Holdings Ltd. last year failed after IPC shareholders voted against the deal.

As was stated when plans for the merger were first announced in early March, holders of Harbor Point common shares will receive a fixed exchange ratio of 3.7769 Max common shares for each Harbor Point common share. In addition, both Max and Harbor Point intend for the Alterra board of directors to declare a special cash dividend of $2.50 per share following closing to all shareholders of Alterra, amounting to a total payout of around $300 million.

Max CEO Marston Becker, who will be CEO of Alterra, said: "We are delighted that both Max and Harbor Point shareholders have recognised the significant benefits of bringing together these two great companies.

"We believe that Alterra will come out of the gate as a dynamic, financially strong, global company with approximately $3 billion of capital, and established and profitable insurance and reinsurance underwriting platforms in major markets worldwide.

"With this firm foundation, we will be well positioned to grow our company opportunistically, and will have greater flexibility to manage capital with a view to providing shareholders with enhanced returns."

Harbor Point CEO John Berger, who will become CEO of Alterra's reinsurance operations, said: "With shareholder approvals now received, we are close to making our shared vision for Alterra a reality.

"We expect that, upon closing, Alterra will be ready to integrate quickly and provide seamlessly the same first class service and balanced risk-taking that our clients and business partners have come to expect."

Michael O'Reilly, chairman of Harbor Point's board and former vice-chairman and chief financial officer of The Chubb Corporation, will become Alterra's non-executive chairman.