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Published on 7/1/2009 in the Prospect News Special Situations Daily.

IPC Holdings to schedule special meeting of shareholders as required

By Lisa Kerner

Charlotte, N.C., July 1 - IPC Holdings, Ltd. said it will set a date for a special meeting after consulting with its advisers now that Validus Holdings, Ltd. has delivered sufficient requisitions from IPC shareholders to hold such a meeting under Bermuda law.

As previously reported, Validus said that at the special meeting it will propose replacing IPC's board, eliminating or amending some provisions in IPC's bylaws and binding IPC to its scheme of arrangement.

Validus is seeking to acquire IPC for $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share in an exchange offer slated to end at 5 p.m. ET on Monday.

"The board continues to work on behalf of the IPC shareholders to encourage offers representing more value to shareholders than Validus's current offer, which is 19% below IPC's book value and is only a 4% premium over our current stock price," IPC chairman Kenneth L. Hammond said in a company news release.

"At the same time, we are continuing to work with Validus and we have encouraged Validus to increase its offer price," Hammond said.

IPC and Validus have signed a confidentiality agreement, begun mutual due diligence and made data rooms available to each other, according to a prior news release.

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.


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