Friday, insurer Validus Holdings, Ltd. (VR) said the Supreme Court of Bermuda, rejected the contention of IPC Holdings Ltd. (IPCR), a catastrophe reinsurance company, challenging the judiciary's right to sanction a Scheme of Arrangement without approval of its board. The Court, however, indicated that such a Scheme could be approved on behalf of IPC by its shareholders acting at a general meeting. In contrast, IPC Holdings is of the view that Court's decision to dismiss the Validus' proposed Scheme of Arrangement emphasizes its long-stated view that the latter's scheme is unprecedented and is not appropriate.
Hamilton, Bermuda-based Validus pointed out that the court determined not to exercise its discretion to order a meeting in advance of the vote on the proposed Max Amalgamation Agreement and evidence of IPC shareholder support for the Scheme of Arrangement. Validus is of the view that the Scheme of Arrangement can be pursued if IPC shareholders reject the Max Amalgamation Agreement at IPC's annual meeting on June 12.
On May 18, 2009 Validus sweetened its offer to $3.00 in cash and 1.1234 Validus voting common shares for each IPC common share, representing total consideration of $30.14, based on Validus' closing price on Friday, May 15, 2009. The increased offer is a 13.2% premium on IPC's closing price prior to the announcement by Validus.
Validus continued to urge IPC shareholders to preserve their right to receive Validus' superior offer by voting against the proposed Max amalgamation on the GOLD proxy card.
Ed Noonan, Validus' Chairman and CEO, said: "Despite the extraordinary efforts by IPC and Max, the court's ruling supports the rights of IPC shareholders to obtain the value offered by Validus should they so desire. Validus is pleased that, if the Max deal is voted down, it will have a clear path to pursue a Scheme of Arrangement."
Kenneth Hammond, Chairman IPC underlined that Validus has lost both of its attempts to interfere with the IPC/Max amalgamation through time-consuming legal maneuvers. He noted that the Court has ordered Validus to pay IPC's costs in both cases. IPC also highlighted Chief Justice's statement that describes the course proposed by Validus as unprecedented and that he should not adopt it.
IPC believes the Validus exchange offer to be highly conditional and faces substantial obstacles to completion. IPC continues to believe that the amalgamation with Max provides more value to IPC shareholders and more upside to IPC shareholders in the future. IPC indicated that the Validus hostile offer is below book-value. IPC said its Board of Directors strongly supports the amalgamation with Max.
IPC stated that with all regulatory approvals in hand, it was well positioned to complete the amalgamation with Max, immediately after shareholder approvals are obtained at the June 12 meeting. IPC urged its shareholders to vote the white proxy card for all the proposals associated with the merger and to not tender their shares to Validus.
Validus closed Friday's regular trading at $22.81, up $0.58 or 2.61%, on a volume of 1.10 million shares on the NYSE. In after-hour, the stock lost 1 cent or 0.05% trading at $22.80.
IPC closed Friday's regular trading at $24.84, down $0.08 or 0.32%, on a volume of 1.1 million shares on the Nasdaq. In after-hour, the stock lost 1 cent or 0.02% trading at $24.84.
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June 12, 2026 17:14 ET Major central bank action was the focus this week in economic news. The European Central Bank became the first major central bank to move in response to the rising inflationary pressures in the backdrop of the conflict in the Middle East. In North America, the U.S. inflation and trade data as well as Canada’s central bank decision gained attention. The Chinese trade data was the main news in Asia.