IPC shareholders back Validus move
Validus Holdings Ltd. says it has the support of more than half of IPC Holdings Ltd.'s shareholders to push ahead with its planned takeover of the company.
Validus will now apply to the Bermuda Supreme Court to try to convene a court-ordered meeting of IPC shareholders at which it intends to oust the IPC board.
Validus announced its intentions to try to take over its fellow Bermuda reinsurer in late March and its chances were boosted by IPC shareholders' rejection of a planned merger with Max Capital Group Ltd. earlier this month.
In a statement released yesterday, Validus said it had submitted to IPC requisitions from shareholders representing around 54 percent of IPC's common shares.
"As Validus has submitted requisitions to IPC from shareholders representing 10 percent or more of the issued and outstanding common shares of IPC, the IPC board is required by Bermuda law to call a special meeting of IPC shareholders," the statement read. "At the special meeting, among other proposals to be considered, Validus will seek to replace the IPC board."
The IPC board has repeatedly rejected Validus's advances. Since the Max amalgamation plan was voted down, the two companies have had discussions, but IPC's directors believe the Validus offer does not offer their shareholders sufficient value and have said that Validus has refused to budge on price.
Validus is offering 1.1234 Validus shares, plus $3.75 in cash, for each IPC share for a total consideration of $28.24 based on Validus' closing price on last Friday.
The IPC board said last week that it had spoken with other interested parties.
Rating agency AM Best yesterday said IPC's ratings remained under review with negative implications because of uncertainty over the future of the company, including the ongoing efforts to find a replacement for long-standing CEO Jim Bryce, who is due to retire today.
"We are pleased that IPC shareholders have taken quick and decisive action to compel the IPC board to call a special meeting," said Ed Noonan, Validus' chairman and chief executive officer.
"The high level of requisitions, along with the overwhelming rejection of the Max transaction, clearly demonstrates that IPC shareholders want the attractive economics of the Validus offer."
Validus is keen to push through its takeover as quickly as possible, as both companies have a heavy weighting of property-catastrophe exposure and the impact of a major hurricane strike would certainly complicate the deal.
Mr. Noonan said: "If IPC executes Validus' revised Amalgamation Agreement, IPC shareholders will have the certainty of a transaction which is not subject to termination in the event of major catastrophe losses.
"IPC shareholders have clearly spoken: the IPC board should not further delay or attempt to create roadblocks that prevent its shareholders from receiving the attractive economics of the Validus offer and prolong the uncertainty surrounding IPC's future direction."
Validus also announced that it had extended its exchange offer for all of the outstanding common shares of IPC to 6 p.m., Bermuda time, on Monday, July 6, 2009.
By the previous expiry date of last Friday, Validus said around 14,313,622 shares of IPC (including around 1,488,126 IPC shares subject to guaranteed delivery procedures) had been tendered in for the exchange offer.