Validus' call for IPC special meeting backed by proxy advisory firm

By Lisa Kerner

Charlotte, N.C., June 25 - RiskMetrics Group/ISS supports Validus Holdings, Ltd.'s call to hold a special meeting of IPC Holdings, Ltd. shareholders for the purpose of replacing IPC's board of directors, Validus announced on Thursday.

Requisitions from holders of at least 10% of the issued and outstanding common shares of IPC are required in order to call the special meeting.

"By calling the special meeting, shareholders will send another strong message to IPC's board that they want to receive the attractive economics of the Validus offer," Validus chairman and chief executive officer Ed Noonan said in a company news release.

Validus said it made concessions in a revised amalgamation proposal but did not change its offer price for IPC, which remains $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share.

The Validus exchange offer for IPC shares ends at 5 p.m. ET on Friday.

As previously reported, IPC and Validus have signed a confidentiality agreement, begun mutual due diligence and made data rooms available to each other.

Validus said it also wants to eliminate or amend some provisions in IPC's bylaws and to bind IPC to its previously announced scheme of arrangement.

On Tuesday, IPC said it would continue as a stand-alone company if an agreement with Validus was not reached in the "very near future."

IPC said it has reached out to other parties to solicit interest in a possible transaction and obtained feedback from its shareholders on maximizing value.

The company plans to continue its review of strategic alternatives after the hurricane season if an appropriate transaction cannot be reached in the near future, a prior IPC news release said.

Based in Hamilton, Bermuda, Validus provides insurance coverage and reinsurance coverage in the property, marine and specialty lines markets.

IPC, located in Pembroke, Bermuda, provides property catastrophe reinsurance as well as aviation, property-per-risk excess and other short-tail reinsurance.

Specialty insurance and reinsurance provider Max is based in Hamilton, Bermuda.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.