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Validus Holdings, Ltd. Announces Modified Dutch Auction Tender Offer for $200.0 Million Validus Common Shares



  Validus Holdings, Ltd. Announces Modified Dutch Auction Tender Offer for
  $200.0 Million Validus Common Shares

Business Wire

PEMBROKE, Bermuda -- May 02, 2012

Validus Holdings, Ltd.(NYSE: VR) announced today that its Board of Directors
has approved a modified Dutch auction tender offer pursuant to which the
Company may repurchase up to $200.0 million in common shares. The tender offer
is part of the Company's existing authorization to return up to $400.0 million
to shareholders through share repurchases or other means. As of May 2, 2012,
the Company has $370.7 million remaining under this authorization. The tender
offer will utilize part of this remaining authorization and not be an
additional amount.

The tender offer will proceed by way of a “modified Dutch auction”, pursuant
to which Validus shareholders may tender all or a portion of their common
shares (1) at a price of not less than $30.50 and not more than $33.50, in
increments of $0.25 per share or (2) without specifying a purchase price, in
which case their common shares will be purchased at the purchase price
determined in accordance with the tender offer. When the tender offer expires,
the Company will select the lowest price within the range of prices specified
above (the “purchase price”) enabling the Company to purchase up to $200.0
million of its common shares. Shareholders will receive the purchase price in
cash, without interest, for common shares tendered at prices equal to or less
than the purchase price, subject to the conditions of the tender offer,
including the provisions relating to proration, “odd lot” priority and
conditional tender in the event that the aggregate cost to purchase all of the
common shares tendered at or less than the purchase price exceeds $200.0
million. These provisions will be described in the Offer to Purchase relating
to the tender offer that will be distributed to shareholders. All common
shares purchased by the Company will be purchased at the same price. All
common shares tendered at prices higher than the purchase price will be
returned promptly to shareholders.

The tender offer will not be conditional upon obtaining financing or any
minimum number of common shares being tendered; however, the tender offer will
be subject to a number of other terms and conditions, which will be specified
in the Offer to Purchase. Dowling & Partners Securities, LLC will serve as the
dealer manager for the tender and Innisfree M&A Incorporated ((877) 456-3488)
will serve as information agent for the tender offer. Skadden, Arps, Slate,
Meagher & Flom LLP is providing legal counsel with respect to the tender
offer.

While the Company’s Board of Directors has authorized the tender offer, it has
not, nor has the Company, the dealer manager, the information agent or the
depositary made any recommendation to the Company’s shareholders as to whether
to tender or refrain from tendering their common shares or as to the price or
prices at which they may choose to tender their common shares. Shareholders
must make their own decision as to whether to tender their common shares and,
if so, how many common shares to tender and the price or prices at which they
will tender them. Shareholders are urged to discuss their decision with their
tax advisors, financial advisors and/or brokers.

Press Release for Informational Purposes Only

The discussion of the tender offer contained in this press release is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell any of the Company’s common shares. The offer
to purchase and the solicitation of the Company’s common shares will be made
only pursuant to the Offer to Purchase, the related letter of transmittal and
other related materials that are expected to be mailed to all shareholders
shortly after commencement of the tender offer, at no expense to shareholders.
Shareholders should read those materials and the documents incorporated
therein by reference carefully when they become available because they will
contain important information, including the various terms of, and conditions
to, the tender offer. The Company will file a Tender Offer Statement on
Schedule TO with the Securities and Exchange Commission. The Tender Offer
Statement (including the Offer to Purchase, the related letter of transmittal
and other related materials) will also be available to shareholders at no
charge at the SEC’s website at www.sec.gov, or the Investor Relations section
of the Company’s website located at www.validusholdings.com, or from the
information agent, Innisfree M&A Incorporated ((877) 456-3488). Shareholders
are urged to read those materials carefully prior to making any decisions with
respect to the tender offer. The contents of any website referenced in this
press release is not incorporated by reference into this news release.

About Validus Holdings, Ltd.

Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting
its operations worldwide through two wholly-owned subsidiaries, Validus
Reinsurance, Ltd. (“Validus Re”) and Talbot Holdings Ltd. (“Talbot”). Validus
Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance.
Talbot is the Bermuda parent of the specialty insurance group primarily
operating within the Lloyd’s insurance market through Syndicate 1183.

Cautionary Note Regarding Forward-Looking Statements

This press release may include forward-looking statements, both with respect
to us and our industry, that reflect our current views with respect to future
events and financial performance. Statements that include the words "expect,"
"intend," "plan," "believe," "project," "anticipate," "will," "may" and
similar statements of a future or forward-looking nature identify
forward-looking statements. All forward-looking statements address matters
that involve risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual results to differ materially from
those indicated in such statements and, therefore, you should not place undue
reliance on any such statements. We believe that these factors include, but
are not limited to, the following: 1) unpredictability and severity of
catastrophic events; 2) rating agency actions; 3) adequacy of Validus' risk
management and loss limitation methods; 4) cyclicality of demand and pricing
in the insurance and reinsurance markets; 5) statutory or regulatory
developments including tax policy, reinsurance and other regulatory matters;
6) Validus' ability to implement its business strategy during "soft" as well
as "hard" markets; 7) adequacy of Validus' loss reserves; 8) continued
availability of capital and financing; 9) retention of key personnel; 10)
competition; 11) potential loss of business from one or more major insurance
or reinsurance brokers; 12) Validus' ability to implement, successfully and on
a timely basis, complex infrastructure, distribution capabilities, systems,
procedures and internal controls, and to develop accurate actuarial data to
support the business and regulatory and reporting requirements; 13) general
economic and market conditions (including inflation, volatility in the credit
and capital markets, interest rates and foreign currency exchange rates); 14)
the integration of businesses Validus may acquire or new business ventures
Validus may start; 15) the effect on Validus' investment portfolios of
changing financial market conditions including inflation, interest rates,
liquidity and other factors; 16) acts of terrorism or outbreak of war; 17)
availability of reinsurance and retrocessional coverage; 18) the ability of
the Company to commence and complete the tender offer, the price at which the
Company purchases shares in the tender offer or otherwise, and the number of
shares it is able to purchase pursuant to the tender offer or otherwise; and
19) the ability of the Company to achieve the benefits contemplated by the
tender offer, as well as management's response to any of the aforementioned
factors.

The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements that are included herein and elsewhere, including the Risk Factors
included in our most recent reports on Form 10-K and Form 10-Q and other
documents on file with the Securities and Exchange Commission. Any
forward-looking statements made in this press release are qualified by these
cautionary statements, and there can be no assurance that the actual results
or developments anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on, us
or our business or operations. We undertake no obligation to update publicly
or revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.

Contact:

Investors:
Validus Holdings, Ltd.
Jon Levenson, Executive Vice President
+1-441-278-9000
or
Media:
Brunswick Group
Gemma Hart / Greg Faje
+1-212-333-3810
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