Max Capital Group Joint Proxy Statement/Prospectus for Combination with IPC Holdings Declared Effective by SEC
May 7, 2009
Closing of Amalgamation Remains on Track for June
HAMILTON, Bermuda--(BUSINESS WIRE)--May. 7, 2009--
Max Capital Group (NASDAQ: MXGL; BSX: MXGL BH) announced today that the
joint proxy statement/prospectus for its combination with IPC Holdings,
Ltd. (NASDAQ: IPCR; BSX: IPCR BH) has been declared effective by the
U.S. Securities and Exchange Commission. Both companies are mailing the
joint proxy statement/prospectus on Thursday, May 7, 2009 to their
respective shareholders of record as of the close of business on April
28, 2009.
Max will hold a special meeting of shareholders and IPC will hold its
annual general meeting of shareholders on June 12, 2009 in order to
obtain approvals required in connection with the amalgamation.
Max's meeting will be held at 11:00 a.m. local time at its
corporate headquarters, 2 Front Street in Hamilton, Bermuda, and IPC’s
meeting will be held at the same time at its corporate headquarters, 29
Richmond Road in Pembroke, Bermuda. All shareholders are urged to read
the joint proxy statement/prospectus as it contains important
information.
If shareholder approvals are obtained at the meetings, the closing is
expected to occur shortly thereafter.
The IPC-Max combination is expected to provide a diversified and
balanced platform for growth that should drive stronger performance and
value for shareholders of both companies.
The Boards of Directors of both IPC and Max recommend that shareholders
vote “FOR” the proposals relating to the IPC/Max transaction at each
company’s upcoming shareholder meeting.
Copies of the joint proxy statement/prospectus as well as a summary
thereof and an updated investor presentation, detailing the benefits of
the transaction, are available on Max’s corporate website at www.maxcapgroup.com.
Max shareholders with questions about the IPC/Max transaction, or who
need assistance in voting their shares, may call the company's proxy
solicitor, MacKenzie Partners, Inc, toll-free at (800) 322-2885 or
collect at (212) 929-5500.
About Max Capital Group Ltd.
Operating from offices in Bermuda, Ireland, the USA and at Lloyd's, Max
Capital is a global enterprise dedicated to providing diversified
specialty insurance and reinsurance products to corporations, public
entities, property and casualty insurers and life and health insurers.
About IPC Holdings, Ltd.
IPC Holdings, Ltd., through its wholly-owned subsidiary IPCRe Limited,
provides property catastrophe reinsurance and, to a limited extent,
aviation, property-per-risk excess and other short-tail reinsurance on a
worldwide basis.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This filing includes statements about future economic performance,
finances, expectations, plans and prospects of both IPC Holdings, Ltd. (“IPC”)
and Max Capital Group Ltd. (“Max”) that constitute
forward-looking statements for purposes of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and
uncertainties, including the risks described in the preliminary joint
proxy statement/prospectus of IPC and Max that has been filed with the
Securities and Exchange Commission (“SEC”) under “Risk Factors,”
many of which are difficult to predict and generally beyond the control
of IPC and Max, that could cause actual results to differ materially
from those expressed in or suggested by such statements. For further
information regarding cautionary statements and factors affecting future
results, please also refer to the most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual
Report and other documents filed by each of IPC or Max, as the case may
be, with the SEC. Neither IPC nor Max undertakes any obligation to
update or revise publicly any forward-looking statement whether as a
result of new information, future developments or otherwise.
This filing contains certain forward-looking statements within the
meaning of the U.S. federal securities laws. Statements that are not
historical facts, including statements about our beliefs, plans or
expectations, are forward-looking statements. These statements are based
on our current plans, estimates and expectations. Some forward-looking
statements may be identified by our use of terms such as “believes,”
“anticipates,” “intends,” “expects” and similar statements of a future
or forward looking nature. In light of the inherent risks and
uncertainties in all forward-looking statements, the inclusion of such
statements in this filing should not be considered as a representation
by us or any other person that our objectives or plans will be achieved.
A non-exclusive list of important factors that could cause actual
results to differ materially from those in such forward-looking
statements includes the following: (a) the occurrence of natural or
man-made catastrophic events with a frequency or severity exceeding our
expectations; (b) the adequacy of our loss reserves and the need to
adjust such reserves as claims develop over time; (c) any lowering or
loss of financial ratings of any wholly-owned operating subsidiary;
(d) the effect of competition on market trends and pricing; (e) changes
in general economic conditions, including changes in interest rates
and/or equity values in the United States of America and elsewhere and
continued instability in global credit markets; and (f) other factors
set forth in the preliminary joint proxy statement/prospectus of IPC and
Max, the most recent reports on Form 10-K, Form 10-Q and other documents
of IPC or Max, as the case may be, on file with the SEC. Risks and
uncertainties relating to the proposed transaction include the risks
that: the parties will not obtain the requisite shareholder or
regulatory approvals for the transaction; the anticipated benefits of
the transaction will not be realized; and/or the proposed transactions
will not be consummated. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date on which they are made. We do not intend, and are under no
obligation, to update any forward looking statement contained in this
filing.
ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND
WHERE TO FIND IT:
This filing relates to a proposed business combination between IPC and
Max. On May 7, 2009, IPC and Max filed with the SEC a definitive joint
proxy statement/prospectus, which was first mailed to shareholders of
IPC and Max on May 7, 2009. This filing is not a substitute for the
definitive joint proxy statement/prospectus or any other document that
IPC or Max may file with the SEC or send to their respective
shareholders in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION
STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION. All such documents, if filed, would be available free
of charge at the SEC’s website (www.sec.gov)
or by directing a request to IPC, at Jim Bryce, President and Chief
Executive Officer, or John Weale, Executive Vice President and Chief
Financial Officer, at 441-298-5100, in the case of IPC’s filings, or
Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein,
Senior Vice President, Investor Relations at 441-295-8800, in the case
of Max’s filings.
PARTICIPANTS IN THE SOLICITATION:
IPC and Max and their directors, executive officers and other employees
may be deemed to be participants in any solicitation of IPC and Max
shareholders, respectively, in connection with the proposed business
combination.
Information about IPC’s directors and executive officers is available in
the preliminary joint proxy statement/prospectus filed with the SEC on
April 27, 2009, relating to IPC’s 2009 annual meeting of shareholders;
information about Max’s directors and executive officers is available in
the amendment to its annual report on Form-10K, filed with the SEC on
April 1, 2009.
Source: Max Capital Group
Max Capital Group Ltd.
Susan Spivak Bernstein, +1-212-898-6640
or
Kekst
and Company
Roanne Kulakoff or Peter Hill, +1-212-521-4800
