Max Cap to ‘Vigorously Defend’ Against Validus Lawsuit

The Bermuda-based Max Capital Group announced that it “intends to vigorously defend the enforceability of the amalgamation agreement between IPC Holdings, Ltd. and Max against the meritless lawsuit filed on April 28, 2009 by Validus Holdings, Ltd.” [See IJ web site https://www.insurancejournal.com/news/international/2009/04/29/100048.htm].

Max Cap’s Chairman and CEO W. Marston Becker stated: “Validus indicated previously, as part of its hostile takeover proposal of IPC, that it intended to file this lawsuit. While it took them some time to do so, we view this action as nothing more than another attempt by Validus to distract investors.

“What has not changed is the merger between IPC and Max offers shareholders an attractive opportunity to create value through the strength of a diversified underwriting platform. Max offers more value to IPC shareholders and more certainty of closing than the concepts that Validus continues to promote. We believe the claims by Validus are meritless, and we look forward to completing our transaction with IPC.”

The bulletin also pointed out that on “April 7, 2009, IPC’s board of directors unanimously reaffirmed its recommendation that IPC shareholders vote to approve the definitive amalgamation agreement between IPC and Max, and IPC’s board of directors determined that the unsolicited proposal from Validus does not constitute a Superior Proposal as defined in the Agreement and Plan of Amalgamation with Max.

“IPC outlined in its letter to Validus that:
— the Validus offer fails to meet IPC’s diversification goals;
— the Max transaction has significant value creation potential and upside for IPC shareholders; and
— the Validus proposal is less certain, is riskier for IPC’s shareholders and would take longer to close.

Source: Max Capital – – www.maxcapgroup.com