IPC Holdings considers Flagstone offer; Validus committed to its deal

By Lisa Kerner

Charlotte, N.C., July 2 - IPC Holdings, Ltd. said its board of directors will "respond in due course" to Flagstone Reinsurance Holdings Ltd.'s offer on Wednesday to acquire the company.

Flagstone offered 2.638 Flagstone shares for each IPC common share plus $5.50 per share in cash, IPC said. The offer is valued at $33.62 per IPC share.

Validus Holdings, Ltd. said on Thursday it is committed to its offer that will give IPC shareholders $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share.

Total consideration of Validus' offer is $28.86 per share based on Validus' closing price on July 1.

Validus' exchange offer for IPC shares is set to end at 5 p.m. on July 6.

"The board has been working diligently toward its goal of maximizing value for IPC's shareholders and the offer by Flagstone is one result of our efforts," said IPC chairman Kenneth L. Hammond.

"We continue to negotiate with other parties, including Flagstone and Validus, to obtain the best outcome for our shareholders."

IPC said on Wednesday it will set a date for a special meeting after consulting with its advisers after Validus delivered sufficient requisitions from IPC shareholders to hold such a meeting under Bermuda law.

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

All three reinsurance companies are based in Bermuda.

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