Logo for healthgrades.

Vestar to Acquire Health Grades

GOLDEN, Colo. & NEW YORK, Jul 28, 2010 (BUSINESS WIRE) -- Vestar Capital Partners V, L.P. ("Vestar") and Health Grades, Inc. ("HealthGrades") today announced a definitive agreement for an affiliate of Vestar to acquire all of the outstanding shares of HealthGrades for $8.20 per share, which represents a premium of approximately 32% over HealthGrades' 30-day average closing stock price, and a premium of approximately 29% over the closing price of HealthGrades' common stock on July 27, 2010, the last trading day prior to today's announcement. The aggregate purchase price for the equity of HealthGrades is approximately $294 million (which consists of approximately 35.9 million shares, inclusive of all shares of common stock outstanding, securities convertible into common stock and shares of common stock issuable pursuant to a noncompete agreement with an executive officer).

Under the terms of an agreement unanimously approved by the Board of Directors of HealthGrades, an affiliate of Vestar will commence an all-cash tender offer no later than August 10, 2010. The offer will be conditioned upon the acquisition by Vestar's affiliate of at least a majority of HealthGrades' shares on a fully-diluted basis pursuant to the tender offer and purchases pursuant to tender and support agreements, and other customary closing conditions including regulatory approval. Executive officers of HealthGrades beneficially owning approximately 21% of HealthGrades' fully diluted shares have entered into agreements to support the transaction and to tender or otherwise sell shares to Vestar's affiliate. Following completion of the tender offer, the affiliate of Vestar will acquire all of the remaining publicly-held shares of HealthGrades at $8.20 per share through a second-step merger.

Kerry Hicks, Chairman and Chief Executive Officer of HealthGrades, stated, "We are pleased to announce an agreement of HealthGrades to be acquired by Vestar Capital Partners. We believe the acquisition price of $8.20 per share, which represents a premium of approximately 32% over our 30-day average closing stock price, represents a strong return for our stockholders and is a great confirmation of all of the efforts of our management team and all of our employees."

Citigroup Global Markets Inc. is serving as financial advisor to HealthGrades. Shearman & Sterling LLP and Faegre & Benson LLP are serving as legal counsel to HealthGrades. Kirkland & Ellis LLP is serving as legal counsel to Vestar.

Conference Call and Webcast

HealthGrades will hold a conference call, which will also be broadcast live over the Internet, to discuss its financial results for the second quarter ended June 30, 2010, at 4:15 p.m. Eastern Time/2:15 p.m. Mountain Time on July 28, 2010. Details regarding accessing the conference call broadcast are available on HealthGrades' website located at www.healthgrades.com.

About Vestar

Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe with valuations of $250 million to $3 billion and operations in five key industry

sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 65 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris.

About HealthGrades

HealthGrades is the leading independent healthcare ratings organization, providing quality ratings, profiles and cost information on the nation's hospitals, physicians, nursing homes and prescription drugs. Millions of patients and many of the nation's largest employers, health plans and hospitals rely on HealthGrades' quality ratings, advisory services and decision-support resources. The HealthGrades network of websites, including HealthGrades.com and WrongDiagnosis.com, is a top-ten health property according to ComScore and is the Internet's leading destination for patients choosing providers. More information on the company can be found at www.healthgrades.com.

Additional Information and Where to Find It

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of HealthGrades' common stock described in this announcement has not commenced.

At the time the offer is commenced, an affiliate of Vestar ("Merger Sub") will file a Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal, and other offer documents) with the U.S. Securities and Exchange Commission ("SEC"), and HealthGrades will file a Schedule 14D-9 Solicitation/Recommendation Statement, with respect to the offer. Holders of shares of HealthGrades are urged to read the relevant tender offer documents when they become available because they will contain important information that holders of HealthGrades securities should consider before making any decision regarding tendering their securities.

Those materials and all other documents filed by Vestar or Merger Sub with the SEC will be available at no charge on the SEC's web site at www.sec.gov.

The Schedule TO Tender Offer Statement, Schedule 14D-9 Solicitation/Recommendation Statement and related materials may be obtained for free by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, Toll-Free Telephone:

(888) 750-5834.

In addition, HealthGrades files annual and special reports and other information with the SEC. You may read and copy any reports or other information filed by HealthGrades at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. HealthGrades' filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Safe Harbor Statement

This press release contains forward-looking statements, including those relating to the anticipated acquisition of HealthGrades by an affiliate of Vestar. These forward-looking statements may be identified by words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate,"

"target," "project," "could," "should," "may," "will," "would," "continue," "forecast," and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated acquisition. These risks and uncertainties associated include, among others, uncertainties as to how many of HealthGrades' stockholders will tender their shares pursuant to the tender offer, the risk that competing offers will be made, and the possibility that various closing conditions to the tender offer or the subsequent merger may not be satisfied or waived, and the risk that stockholder litigation in connection with the tender offer and subsequent merger may result in significant costs of defense, indemnification and liability. Other factors that may cause HealthGrades' actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in HealthGrades' filings with the SEC, including the "Risk Factors" sections of HealthGrades' periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of HealthGrades' filings with the SEC may be obtained at the "Investor Relations" section of HealthGrades' website at www.healthgrades.com or at www.sec.gov. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, HealthGrades does not undertake to update its forward-looking statements.

SOURCE: Health Grades, Inc.

Health Grades, Inc.:

Media Contact:
Scott Shapiro
(720) 219-8203
[email protected]

Investor Contact:
Allen Dodge
(303) 716-0041
[email protected]

Vestar Capital Partners:

Carol Makovich
(203) 622-4781
[email protected]

Kristin Celauro
(732) 291-5456
[email protected]

A tonal version of the Vestar logo on a dark blue ground.

Steven Della Rocca Joins Vestar as Managing Director and General Counsel

NEW YORK, NY - June 7, 2010 - Vestar Capital Partners, a leading U.S. and European private equity firm, announced today Steven Della Rocca will join the firm as managing director and general counsel. Mr. Della Rocca brings 30 years of extensive legal expertise and experience in all aspects of corporate and transactional law to Vestar. Prior to joining Vestar, he held senior management leadership and policy-making roles at Latham & Watkins in New York, including serving on the firm's global Executive Committee and as the chairman of the New York Corporate Department, during which time the New York Corporate Department grew from approximately 25 lawyers to more than 100 lawyers.

In his new capacity, Mr. Della Rocca will focus on all aspects of corporate and transactional law, as well as fund partnership matters. Mr. Della Rocca will join Vestar by mid-summer. Jack Feder, Vestar's most recent general counsel, is retiring after 20 years with the firm and will work with Mr. Della Rocca during a transition period.

Daniel S. O'Connell, founder and chief executive officer of Vestar, remarked, "Steve's experience as a seasoned business lawyer brings Vestar extensive expertise in all aspects of corporate and transactional law. He has been a trusted advisor to boards of directors and senior management teams. Steve will provide us with the same high level of strategic thinking and practical problem-solving counsel. His proven ability to thrive in dynamic and fluid environments while remaining pragmatic and focused will be a tremendous asset to the firm. We are pleased to have him join us at this time as a partner and general counsel."

"Vestar's disciplined investment philosophy, coupled with its strategy of partnering with management to achieve sustainable, long-term growth, has proven to be a winning formula," Mr. Della Rocca remarked. "I am very excited to be part of the team of exceptional people at Vestar who believe good partnership is good business and the best way to build value."

Mr. Della Rocca spent 30 years at Latham & Watkins LLP, beginning his career as an associate in their Los Angeles office in 1980 before moving to the New York office in 1985. In 1988, Mr. Della Rocca became a partner in Latham's New York office. Steve has led large legal teams in an exceptionally wide range of transactional matters including LBOs/MBOs, mergers and acquisitions, IPOs, secondary equity offerings, bank and other institutional financings, equity investments, joint ventures and strategic alliances, general commercial contracts and arrangements for private equity and hedge funds, corporations, investment banks and other entities. He has advised senior management and boards of directors of numerous public and private companies in a variety of industries on a wide range of issues, including general securities law matters, corporate governance, Sarbanes Oxley and similar compliance and risk management matters, and NYSE and NASDAQ matters. Mr. Della Rocca received his J.D. degree from New York University School of Law in 1980 and his Bachelor of Science degree in Economics from The Wharton School, University of Pennsylvania in 1977. He is admitted to the New York and California bar associations.

About Vestar Capital Partners

Vestar Capital Partners is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe with valuations of $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 65 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris. For more information, please visit www.vestarcapital.com.


Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781

Kristin Celauro
(732) 291-5456

Logo for Birds Eye.

Vestar's Birds Eye Named Deal of the Year by Buyouts Magazine

Buyouts Magazine's "Large Market Deal of the Year"

New York - April 14, 2010 - From Buyouts Yearbook 2010 - Who said sponsor-to-sponsor deals are dead? Vestar Capital Partners earned a welcome Christmas present Dec. 23 when it sold Birds Eye Foods, a maker and marketer of processed foods, to Pinnacle Foods Group LLC, a portfolio company of The Blackstone Group, for $1.3 billion.

The deal generated 4.4x the New York-based buyout shop's invested capital and an internal rate of return of more than 30 percent. The exit came after a seven-year holding period that demonstrated Vestar Capital's ability to execute complicated deals and re-position lagging brands. Under Vestar Capital's guidance the company slashed under-performing businesses, sold factories and other assets the company didn't need, and then invested heavily in marketing and research and development to guide Birds Eye into new businesses.

Vestar Capital bought Birds Eye in August 2002 for $175 million cash from Pro-Fac Cooperative Inc., a grower's cooperative, in a deal with a total enterprise value of $735 million, or 5.9x the company's EBITDA over the previous 12 months. Equity for the deal came out of the firm's fourth fund, a $2.5 billion pool of capital.

Executing the deal required some assurances from Vestar Capital that Pro-Fac, which became a minority investor, would still have a place to sell its vegetables. The firm agreed to a 10-year supply agreement, which gave ProFac the stability it needed to go forward. "That was very important in getting the deal done," Brian Ratzan, a Vestar Capital managing director in charge of the firm's consumer group, told Buyouts.

Proceeds from the investment paid down more than $140 million of debt, reducing leverage to 4.5x EBITDA from more than 6x.

At the time of the investment, Birds Eye employed 4,000 people in 26 production facilities. The company's brand was fading and it was losing market share, with Birds Eye comprising 17 percent of the U.S. frozen vegetable category.

Vestar Capital's investment spanned two stages, with the firm spending most of the first few years right-sizing the business and refocusing on Birds Eye's core brand. Birds Eye sold plants in Massachusetts and Mexico, as well as lower-margin, under-performing businesses,. including a Shortsville, N.Y.-based sauerkraut business.

The firm also sold its Rochester, N.Y.-based canned vegetable businesses and, most importantly, its private-label frozen vegetable business, to the Allen Canning Company, a large packaged foods and meats company. The private-label market for frozen vegetables was too crowded, Ratzan said, with 15 to 20 producers, which led to unattractive competitive dynamics: low profit margins and low return on invested capital. The company had $100 million of working capital tied up in the private label business, which only generated $1 million to $2 million of EBITDA, Ratzan said. After selling its private-label business, in 2006, Birds Eye reduced its stock-keeping units to 480 from 4,500.

In 2005, the firm hired Neil Harrison, the former CEO of Heinz North America, to lead investments in marketing and advertising and new product development. This marked the second phase of Vestar Capital's investment, when it sought to expand the company. Under Harrison, the company's consumer marketing spending increased to $53.9 million in 2009, up from $31.1 million in 2005, or approximately 15 percent per year.

In January 2006, the company launched its "Steamfresh" technology, which allowed consumers to steam Birds Eye vegetables and meals in microwave ovens with a specially designed bag. The innovation was a boon to the company's steamed vegetable category, which grew to generate $580 million for its retail grocery channel. The firm also launched a total of 23 new frozen vegetable products and 16 new complete bagged meals products, and by the end of 2009, these new products generated 15.4 percent of net sales for the frozen food group.

Vestar Capital professionals helped transform the company from a commodity vegetable producer to a leader in branded foods and meals, including Birds Eye Steamfresh, Birds Eye Voila!, and Nalley and Brooks chili and chili ingredients. Birds Eye generated more than 10 percent annual growth in total revenue, to $936 million in 2009, up from $636 million in 2005; and more than 14 percent annual growth in EBITDA, to $150 million in 2009, up from $88 million in 2005. The company increased its market share in its core U.S. frozen vegetables category by 50 percent, making it the market leader with 26.5 percent in 2009, up from 17 percent in 2002. The company has captured second place in market share in complete bagged meals.

Two years before it would sell Birds Eye, Vestar Capital took advantage of the healthy credit markets to execute two dividend recapitalizations in March and July of 2007, which generated 2.5x the firm's invested capital; the financings had issuer-friendly terms, which did not inhibit the company's ability to invest in its growth.

Vestar Capital initially planned to take Birds Eye public, and registered for a $350 million initial public offering in October 2009. "There's not a lot of supply of food company IPOs that offer stability and growth, particularly in this economic environment, and it was an attractive IPO," Ratzan said.

But, after the company filed, interested buyers started calling the firm with offers that would generate far more money than executives at Vestar Capital hoped to with the IPO.

At the time of the sale to Pinnacle Foods Group, Birds Eye's trailing 12-month revenue was $921 million and EBITDA was $145 million. The company was now slimmer, with 1,700 employees and 7 production facilities, and positioned for growth with a dominating market position in frozen vegetables from which it could trumpet its new products. -BV


Firm: Vestar Capital Partners

Target: Birds Eye Foods

Price: $1.3 billion

Return Multiple: 4.4x, 30 percent IRR

Hold Period: 7.4 years

Buyer: Pinnacle Foods Group LLC, Blackstone Group


  • Abandoned lagging businesses to reposition company for growth.
  • Hired CEO with major brand experience.
  • Invested heavily in marketing and new product development.
  • Introduced several new products.
  • Gained number one market share position in packaged frozen foods.
  • Returned 4.4x invested capital, achieved 30 percent IRR.

Logo for Sunrise Medical.

Vestar's Sunrise Medical Completes Refinancing

Achieves Record Annual Profit Growth

April 5, 2010 (Malsch, Germany and Longmont, Co.) — Sunrise Medical, Inc. (“Sunrise” or “Company”) announced today that it has successfully refinanced its existing Senior Secured Credit Facilities with the issuance of a new long-term €90 million Senior Secured Term Loan. In connection with the refinancing, the Company simultaneously announced the official separation of DeVilbiss Healthcare (“DeVilbiss”), Sunrise’s respiratory and sleep therapy division, into an independent company, effective April 2nd.

The refinancing follows the strongest growth year in the Company’s history, with annual growth in earnings before interest, taxes, depreciation and amortization exceeding 100%. Additionally, the Company has recently launched four new products including the highly regarded Q7 custom wheelchair line.

“This financing is an important and exciting step for Sunrise as we continue to execute our strategic growth plans.” Thomas Rossnagel, President and CEO of Sunrise Medical commented. “The refinancing of our senior secured facilities leaves us in a strong financial position to fund growth. This reorganization also allows Sunrise to pursue acquisitions in both Europe and North America. Our Premium Products and Services strategy will help in driving further growth in our business and delivering the highest quality products to our customers around the world.”

The refinancing allows Sunrise’s European business to become the sole borrower, leaving North America debt-free and fully funded for growth.

In conjunction with the refinancing, DeVilbiss Healthcare will operate as a separate, independent company, focused on its respiratory and sleep businesses. While DeVilbiss has been operating as a separate division since 2007, the refinancing will allow the company to officially standalone as its own entity with no debt and separate long-term financing.

Existing investors including Vestar Capital Partners and Park Avenue Equity Partners maintain controlling investment interests in both organizations, and will serve on the boards of directors of both companies. Management will also have an ownership stake in the companies.

About Sunrise Medical, Inc.

Sunrise is a world leader in the development, design, manufacture & distribution of manual wheelchairs, power wheelchairs, motorized scooters and both standard and customized seating & positioning systems. Sunrise manufactures products in its own facilities in the United States, Mexico, Germany, United Kingdom, Spain and China. Our key products, marketed under the Quickie, Sopur, Zippie, Breezy, Sterling and Jay proprietary brands, are sold through a network of homecare medical product dealers or distributors in over 130 countries. The Company is headquartered in Malsch, Germany with North American headquarters in Longmont, Colorado and employs 1,800 associates worldwide.

For more information about the company, please visit www.sunrisemedical.com.

About DeVilbiss Healthcare

DeVilbiss Healthcare is a world leader in the design, manufacture, and marketing of respiratory medical products that address the respiratory needs of patients in institutional and homecare settings. Primary product lines include oxygen therapy equipment, pulmonary drug delivery, and sleep apnea therapy. DeVilbiss products are manufactured in the United States, Europe and Asia and are distributed in more than 100 countries around the world. The Company is headquartered in Somerset, PA.

For more information about the company, please visit www.devilbisshealthcare.com.


Sunrise Medical:
Pete Whittle
[email protected]

DeVilbiss Healthcare:
Michael Panian
[email protected]

Owen Blicksilver Public Relations:
Kristin Celauro
[email protected]

Logo for Birds Eye.

Vestar to Sell Birds Eye Foods

Combination creates a powerful portfolio of iconic brands with category leadership positions

Mt. Lakes, NJ, November 19, 2009. Pinnacle Foods Group LLC ("Pinnacle Foods") announced today that it has signed a definitive agreement to acquire Birds Eye Foods, Inc. ("Birds Eye Foods") from a holding company controlled by Vestar Capital Partners, Pro-Fac Cooperative, and Birds Eye management in a transaction valued at $1.3 billion. Birds Eye Foods is a nationally recognized packaged food company with more than $930 million of total sales and leading consumer brands in frozen vegetables and meals, including Birds Eye®, Birds Eye Steamfresh®, and Birds Eye Voila!®, as well as shelf-stable brands including Comstock® and Wilderness® pie fillings and toppings, Nalley® and Brooks® chili and chili ingredients, and snacks from Tim's Cascade Snacks®, Snyder of Berlin® and Husman®.

Pinnacle Foods, owned by private equity funds controlled by The Blackstone Group, manufactures and distributes iconic, branded packaged foods that can be found in 80 percent of U.S. households. The company's diversified portfolio holds the number-one or number-two position in eight of eleven categories in which it competes, and includes well-known brands such as Duncan Hines® baking mixes and frostings, Vlasic® pickles, peppers and relish, Mrs. Butterworth's® and Log Cabin® syrups, Armour® canned meats, Swanson® and Hungry-Man® frozen dinners and entrees, Van de Kamp's® and Mrs. Paul's® frozen seafood, Aunt Jemima® frozen breakfast, Lender's® bagels and Celeste® frozen pizza.

"We are excited about bringing Birds Eye Foods into the Pinnacle Foods family of brands. The Birds Eye® brand has $640 million in net sales in the U.S. and strong health and nutrition credentials, along with proven extendibility into new segments and occasions. The transaction provides meaningful opportunities to create value and strengthens our financial position," said Pinnacle Foods CEO Bob Gamgort. "This compelling combination creates a leader in both the frozen and shelf stable business segments and enables us to better serve our consumers and customers."

"We are excited to support Bob Gamgort and the Pinnacle Foods management team in expanding the business through this acquisition. Birds Eye adds another market-leading brand to the Pinnacle Foods platform and creates an attractive, diversified food company with significant scale," said Prakash Melwani, Senior Managing Director of The Blackstone Group. "We look forward to continuing our support of Pinnacle Foods as it grows organically and via acquisitions."

"Birds Eye Foods has been a highly successful investment for Vestar Capital Partners and its investors. The company has grown significantly in the past few years, and today, Birds Eye Foods is an exciting business with innovative products and tremendous potential," said Brian K. Ratzan, Managing Director, Vestar Capital Partners. "Pinnacle Foods is a great place for the Birds Eye Brand. It will have the resources of a larger food company platform as it expands its leadership position."

Pinnacle Foods expects to fund the transaction using a combination of new debt financing at the company and a significant new equity contribution from Blackstone. The transaction will reduce leverage multiples at Pinnacle Foods. The closing of the transaction, which is expected to occur no later than the first quarter of 2010, is subject to customary conditions, including regulatory approvals.

Debt financing in support of the acquisition will be comprised of senior secured credit facilities and senior unsecured bonds. The financing will be provided by Barclays Capital, Credit Suisse, BofA Merrill Lynch, HSBC, and Macquarie Capital.

Pinnacle Foods is being advised by Blackstone Advisory Partners LP, Barclays Capital, BofA Merrill Lynch, and Credit Suisse. Birds Eye Foods is being advised by Centerview Partners. JP Morgan also acted as an advisor to Birds Eye. Simpson Thacher & Bartlett LLP is acting as legal counsel to Pinnacle Foods. Kirkland & Ellis LLP is serving as legal counsel to Birds Eye Foods. As a result of this announcement, the planned public offering of Birds Eye Foods stock will be withdrawn.

About Pinnacle Foods Group LLC

Pinnacle Foods Group LLC is a leading producer, marketer and distributor of high-quality branded food products in the dry foods and frozen foods segments. The dry foods segment consists primarily of Duncan Hines® baking mixes and frostings, Vlasic® pickles, peppers and relish, Mrs. Butterworth's® and Log Cabin® syrups and pancake mixes, Armour® canned meats and Open Pit® barbecue sauces. The frozen foods segment consists primarily of Swanson® and Hungry- Man® frozen dinners and entrees, Van de Kamp's® and Mrs. Paul's® frozen seafood, Aunt Jemima® frozen breakfasts, Lender's® bagels and Celeste® frozen pizza. The Company primarily offers its products through its broker network to traditional classes of trade, including grocery wholesalers and distributors, grocery stores and supermarkets, convenience stores, mass and drug merchandisers and warehouse clubs. It also offers products for foodservice and private label.

About The Blackstone Group

The Blackstone Group is one of the world's leading investment and advisory firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, the companies we advise and the broader global economy. We do this through the commitment of our extraordinary people and flexible capital. Our alternative asset management businesses include the management of corporate private equity funds, real estate funds, funds of hedge funds, credit-oriented funds, collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com.

About Bird Eye Foods, Inc.

Headquartered in Rochester, NY, Birds Eye Foods® is a leading marketer, manufacturer, and distributor of branded packaged food products, including an expanding platform of healthy, highquality frozen vegetables and frozen meals, and a portfolio of primarily branded specialty foods. Our familiar brands in the frozen aisle include Birds Eye®, Birds Eye Steamfresh®, Birds Eye Voila!®, Freshlike®, C&W® (California & Washington) and McKenzie's®. Other products marketed regionally by Birds Eye Foods include Comstock® and Wilderness® delicious pie fillings and toppings, Nalley® and Brooks® chili and chili ingredients, Bernstein's® and Nalley® salad dressings, snacks from Tim's Cascade Snacks®, Snyder of Berlin® and Husman®, and Birds Eye Fresh®, a premium line of fresh vegetables.

About Vestar Capital Partners

Vestar Capital Partners is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe with valuations of $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 65 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich and Paris. For more information, please visit www.vestarcapital.com.


For Pinnacle Foods
Michelle Weese
+ 1 866-732-5990
[email protected]

For The Blackstone Group
Public Affairs
New York
+ 1 212-583-5263

For Vestar Capital Partners
Carol Makovich
Owen Blicksilver Public Relations, Inc.
+1 203-622-4781

Logo for Validus RE.

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

Logo for Paris RE

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.