Max Capital Comments on Bermuda Court Ruling Dismissing Validus Application for Expedited Trial
May 14, 2009
HAMILTON, Bermuda--(BUSINESS WIRE)--May. 14, 2009--
Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) today commented on
yesterday’s Bermuda Supreme Court ruling dismissing the application by
Validus Holdings, Ltd. to expedite its suit against Max and IPC
Holdings, Ltd. Validus was attempting to have its suit determined before
the respective shareholders meetings to consider the proposed merger of
Max and IPC. The court refused to order an expedited trial.
The Company noted that the Bermuda Court remarked on Validus’s motive
and intentions, including that Validus -- clearly interested as a rival
bidder for IPC -- threatened litigation against IPC and Max on the same
day it purchased 100 shares of IPC common stock. The Court held that it
was neither reasonable nor fair to have an expedited trial.
The Court also ordered Validus to pay Max’s and IPC’s legal expenses
related to the application.
Max has previously commented that the Validus litigation is without
merit and is meant solely to be a distraction to shareholders.
Shareholders of both IPC and Max are expected to vote on the proposals
related to the companies’ amalgamation agreement for their respective
annual meetings on June 12, 2009. 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.
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 definitive 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 definitive 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 DEFINITIVE 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 definitive 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 Ltd.
Max Capital Group Ltd.
Susan Spivak Bernstein, +1-212-898-6640
or
Kekst
and Company
Roanne Kulakoff or Peter Hill, +1-212-521-4800
