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Vestar's Validus to Acquire IPC Holdings

Company Release - 07/09/2009 07:00

HAMILTON, Bermuda --(BUSINESS WIRE)-- Validus Holdings, Ltd. ("Validus") (NYSE: VR) today announced that the boards of directors of both Validus and IPC Holdings, Ltd. ("IPC") (NASDAQ: IPCR) have approved a definitive amalgamation agreement that will create a leading Bermuda carrier in the short-tail reinsurance and insurance market. Under the terms of the agreement, IPC shareholders will receive $7.50 in cash and 0.9727 Validus voting common shares for each IPC common share. The Validus consideration provides IPC shareholders with a 24.9% premium and $31.73 per share based on IPC's and Validus' closing stock prices on March 30, 2009, the last trading day before the announcement of Validus' initial offer.

The final transaction terms represent an adjustment to the structure of Validus' previous offer, under which IPC shareholders would have received $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share, in order to provide IPC shareholders with significantly greater cash consideration, while not changing the overall transaction value based on the March 30, 2009 closing stock prices for IPC and Validus.

Completion of the transaction, which is expected to take place in the third quarter of 2009, is subject to customary closing conditions, including Validus and IPC shareholder approvals. Aquiline Capital Partners LLC, Vestar Capital Partners, and New Mountain Capital, LLC, which collectively owned approximately 38% of Validus' outstanding voting common shares as of April 30, 2009, have agreed to vote in favor of the issuance of Validus shares in connection with the transaction. Upon closing of the transaction, Validus shareholders will own approximately 62% of the combined company on a fully diluted basis, with IPC shareholders owning approximately 38%.

Ed Noonan, Validus' Chairman and Chief Executive Officer, stated, "This is a compelling strategic combination that positions us exceptionally well to build on our solid track record of underwriting performance and book value growth. We are confident that it will generate superior value for both Validus and IPC shareholders. Validus will have significantly greater size and scale to take advantage of attractive rate trends across our business lines and growing overall demand for reinsurance from capital-constrained businesses. In addition, clients of both companies will benefit from our strong commitment to existing business lines, superior technical expertise and increased capacity to meet their needs."

The combined company will have:

--$3.4 billion in GAAP shareholders' equity (compared with shareholders' equity of $2.0 billion for Validus and $1.8 billion for IPC as of March 31, 2009), enabling the company to capture highly attractive market opportunities in the global insurance and reinsurance markets;

--A strong balance sheet and conservative investment portfolio, which are of critical importance as buyers increasingly scrutinize counterparty risk;

--Profitable diversification into multiple short-tail lines with favorable rate trends;

--Stronger relationships with major reinsurance brokers, providing increased opportunity to lead placements; and

--A deep, experienced and stable management team.

Validus will continue to be led by its current senior management team, including Ed Noonan, Chairman and Chief Executive Officer.

Validus will be withdrawing and terminating its Exchange Offer for all of the outstanding common shares of IPC and will instruct BNY Mellon Shareowner Services to promptly return all IPC common shares previously tendered to Validus. Additionally, Validus has terminated its solicitation efforts in connection with its other previously announced alternative steps to complete a transaction with IPC, including a scheme of arrangement and calling of a special meeting of IPC shareholders.

Greenhill & Co., LLC acted as financial advisor to Validus and Skadden, Arps, Slate, Meagher & Flom LLP, Cahill Gordon & Reindel LLP and Appleby provided legal advice.

Conference Call

Validus and IPC will host a joint conference call for investors, analysts, and other interested parties today at 10:00 a.m., Eastern Time. The conference call may be accessed by dialing 1-800-860-2442 (U.S. callers) or 1-412-858-4600 (International callers). Those who intend to participate in the call should dial in at least 10 minutes in advance. Presentation materials for the call will be available on Validus' website, www.validusre.bm, in advance of the call. A live webcast of the call will be available via the website of Validus at www.validusre.bm. A replay of the call will be available through July 23, 2009 by dialing 1-877-344-7529 and entering the passcode 432229#. A replay of the webcast will be available on the Validus website.

About Validus Holdings, Ltd.

Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. ("Validus Re") and Talbot Holdings Ltd. ("Talbot"). Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd's insurance market through Syndicate 1183.

Cautionary Note Regarding Forward-Looking Statements

This press release may include forward-looking statements, both with respect to the parties and their industry, that reflect their current views with respect to future events and financial performance. Statements that include the words "expect," "intend," "plan," "confident," "believe," "project," "anticipate," "will," "may" and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the parties' control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. The parties believe that these factors include, but are not limited to, the following: 1) Validus and IPC may be unable to complete the proposed amalgamation because, among other reasons, conditions to the closing of the proposed amalgamation may not be satisfied or waived; 2) uncertainty as to the actual premium that will be realized by IPC shareholders in connection with the proposed amalgamation; 3) uncertainty as to the long-term value of Validus common shares; 4) unpredictability and severity of catastrophic events; 5) rating agency actions; 6) adequacy of Validus' or IPC's risk management and loss limitation methods; 7) cyclicality of demand and pricing in the insurance and reinsurance markets; 8) Validus' limited operating history; 9) Validus' ability to implement its business strategy during "soft" as well as "hard" markets; 10) adequacy of Validus' or IPC's loss reserves; 11) continued availability of capital and financing; 12) retention of key personnel; 13) competition; 14) potential loss of business from one or more major insurance or reinsurance brokers; 15) Validus' or IPC's ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 16) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 17) the integration of Talbot or other businesses Validus may acquire or new business ventures Validus may start; 18) the effect on Validus' or IPC's investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 19) acts of terrorism or outbreak of war; 20) availability of reinsurance and retrocessional coverage; 21) failure to realize the anticipated benefits of the proposed amalgamation, including as a result of failure or delay in integrating the businesses of Validus and IPC; and 22) the outcome of any legal proceedings to the extent initiated against Validus, IPC and others following the announcement of the proposed amalgamation, as well as management's response to any of the aforementioned factors.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Validus' most recent reports on Form 10-K and Form 10-Q and the risk factors included in IPC's most recent reports on Form 10-K and Form 10-Q and other documents of Validus and IPC on file with the Securities and Exchange Commission ("SEC"). Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Validus will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Validus or its business or operations. Except as required by law, the parties undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Additional Information about the Proposed Amalgamation and Where to Find It:

The issuance of Validus shares to IPC shareholders in the amalgamation will be submitted to shareholders of Validus for their consideration. The proposed amalgamation will be submitted to shareholders of IPC for their consideration. Validus and IPC shareholders are urged to read the joint proxy statement/prospectus for the proposed amalgamation when it is filed, and any amendment or supplement thereto that may be filed, with the SEC because they will contain important information. This press release is not a substitute for the joint proxy statement/prospectus or any other documents which Validus or IPC may send to their respective shareholders in connection with the proposed amalgamation. All such documents, when filed, will be available free of charge at the SEC's website (www.sec.gov ) or by directing a request to Validus through Jon Levenson, Senior Vice President, at +1-441-278-9000, or IPC through John Weale, Chief Executive Officer and Chief Financial Officer, at +1-441-298-5100.

This press release does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a proxy statement/prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation:

Validus and IPC and their directors and executive officers are deemed to be participants in any solicitation of Validus and IPC shareholders in connection with the proposed amalgamation. Information about Validus' directors and executive officers is available in Validus' definitive proxy statement, dated March 25, 2009, for its 2009 annual general meeting of shareholders. Information about IPC's directors and executive officers is available in IPC's Amendment No. 1 to Form 10-K, dated April 30, 2009, for the fiscal year ended December 31, 2008.

Source: Validus Holdings, Ltd.

For Validus:
Validus Holdings, Ltd.
Jon Levenson, 441-278-9000 Senior Vice President
Sard Verbinnen & Co
Jamie Tully/Christopher Kittredge/Jonathan Doorley
College Hill
Roddy Watt/Tony Friend
+44 (0)20 7457 2020

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Vestar's PARIS RE Merges with PartnerRe

Zug, Switzerland, July 6, 2009 - PARIS RE Holdings Limited (Euronext: PRI) ("PARIS RE") announces that its Board of Directors has approved a combination agreement with PartnerRe Ltd., ("PartnerRe"), a global multi-line re-insurer, according to which PartnerRe intends to acquire in a multi-step transaction all the outstanding securities of PARIS RE.

In the first step of the transaction, which is expected to close in the fourth quarter of 2009, PartnerRe, which recently acquired approximately 6% of PARIS RE's outstanding common shares, will acquire the shares held by several significant shareholders (Stone Point Capital, Hellman & Friedman, Vestar Capital Partners, Crestview Partners, New Mountain and Caisse de Dép̫t et Placement du Québec) and their investment entities representing approximately 57% of PARIS RE's outstanding common shares.

Promptly upon completion of the block purchase, PartnerRe intends to commence a voluntary public exchange offer on all the outstanding shares of PARIS RE not then owned by PartnerRe. The voluntary exchange offer is expected to close in the first quarter of 2010. Shareholders holding approximately 6% of PARIS RE's outstanding shares have agreed to tender into the offer. Once PartnerRe attains 90% ownership, it intends to acquire any remaining shares through a compulsory merger under Swiss law.

The consideration per share of PARIS RE in the block purchase, the subsequent exchange offer and the merger will be 0.3 PartnerRe common share. The consideration payable in all stages of the transaction could be subject to adjustment up or down if the parties' relative tangible book values diverge significantly prior to the closing of the block purchase. In addition, the number of PartnerRe shares payable for each PARIS RE share in the exchange offer and the merger will be adjusted upwards to account for any dividends declared on the PartnerRe common shares having a record date following the closing of the block purchase and prior to the settlement of the exchange offer.

PARIS RE will convene an extraordinary shareholder meeting in August to request that shareholders vote upon the appointment of new directors upon closing of the block purchase, removal of the provision in its articles of incorporation that imposes the filing of a cash tender offer by any entity which acquires more than one third of the voting rights and approval by way of a capital reduction of an extraordinary cash distribution to all of its shareholders immediately prior to the closing of the block purchase. The sellers in the block purchase have agreed to vote in favor of such resolutions. The distribution will amount to the CHF equivalent of up to US $3.85 per common share.

The multi-step transaction values PARIS RE at approximately US $2 billion.

The contemplated transaction is subject to, among other things, PartnerRe shareholders approving the issuance of new shares to be given as consideration to PARIS RE shareholders, obtaining relevant regulatory and anti-trust approvals and the listing of PartnerRe shares on Euronext Paris.

Hans-Peter Gerhardt, Chief Executive Officer of PARIS RE Holdings Ltd., stated: "We are convinced that the combination of PARIS RE and PartnerRe will create one of the premier global reinsurance operations. In an uncertain world, scale and diversification coupled with unquestioned financial strength and full dedication to effective risk management are the key ingredients to success in our industry. This combination is clearly a 'win win' transaction for our clients and our shareholders and should offer attractive opportunities to the employees of PARIS RE."

Credit Suisse acted as sole financial advisor to PARIS RE in this transaction and Sullivan & Cromwell LLP and Homburger provided legal counsel to PARIS RE. Simpson Thacher & Bartlett LLP provided legal counsel to the significant shareholders participating in the block purchase.

Conference Calls

PARIS RE's management will host a conference call including a question and answer session today, Monday July 6, 2009, as outlined below:

Time: 3.00pm (Paris) - 2.00pm (London) - 9.00am (New York)

Dial in number:

For France +33 (0)1 70 99 42 75

For the UK +44 (0)20 7138 0825

For the US +1 212 444 0481

The slide presentation can be downloaded from the Highlight page of the Company's website one hour prior to the conference.

Please go to PARIS RE's website www.paris-re.com at least 10 minutes prior to the call to register, download and install all necessary audio software.

A replay of the conference call will be available from July 6 at 6.30pm to July 15, 2009 by dialing in:

For France + 33 (0)1 71 23 02 48

For the UK + 44 (0)20 7806 1970

For the US + 1 718 354 1112

Pass Code 5794489#

PartnerRe's management will host a conference call today Monday July 6, 2009 at 2.00pm (Paris). Dial-in information can be found on the web site of PartnerRe at www.partnerre.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain “forward-looking statements” about PARIS RE and PartnerRe within the meaning of the “safe harbor” provisions of the of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on PARIS RE’s and PartnerRe’s assumptions and expectations concerning future events and financial performance, in each case, as they relate to PARIS RE, PartnerRe or the combined company. Such statements are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements could be affected by numerous foreseeable and unforeseeable events and developments such as exposure to catastrophe, or other large property and casualty losses, adequacy of reserves, risks associated with implementing business strategies and integrating new acquisitions, levels and pricing of new and renewal business achieved, credit, interest, currency and other risks associated with the PARIS RE’s, PartnerRe’s, or the combined company’s investment portfolio, changes in accounting policies, the risk that a condition to closing of the proposed transaction may not be satisfied, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, failure to consummate or delay in consummating the proposed transaction for other reasons, and other factors identified in PartnerRe’s filings with the United States Securities and Exchange Commission and in PARIS RE’s Registration Document (Document de Référence) filed with the Autorité des Marchés Financiers (the French securities regulator, the “AMF”) on April 29, 2009 under the n° R.09-036, which is also available in English on PARIS RE’s web site (http://www.paris-re.com). In light of the significant uncertainties inherent in the forward-looking information contained herein, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made. Each of PARIS RE or PartnerRe disclaims any obligation to publicly update or revise any forward-looking information or statements.

PARIS RE Holdings Limited does not communicate a “profit forecast” in the sense of Article 2 of (EC) Regulation n°809/2004 of the European Commission. Thus, any forward-looking statements contained in this press release should not be held as corresponding to such profit forecasts.

Additional Information and Where to Find It

If required by the applicable laws and regulations, PartnerRe will file a registration statement and exchange offer prospectus with the United States Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. PARIS RE urges investors and shareholders to read such documents when they become available and any other relevant documents filed with the SEC because they will contain important information. If these documents are filed, investors and shareholders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by PartnerRe are available free of charge by contacting Robin Sidders, Director of Investor Relations, PartnerRe Ltd., 90 Pitts Bay Road, Pembroke, Bermuda HM 08, (441) 292-0888 or on the investor relations portion of the PartnerRe website at www.partnerre.com. An information document and a document in response will be filed with the AMF and will be published and available on the website of the AMF (www.amf-france.org).

Important Information for Investors and Shareholders

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe any such restrictions.

Subject to satisfaction of certain conditions precedent, PartnerRe will file an exchange offer for PARIS RE shares and warrants to purchase such shares. The offer remains subject to review by the AMF.