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8-K - FORM 8-K - VALIDUS HOLDINGS LTD | y84424e8vk.htm |
EX-99.1 - EX-99.1 - VALIDUS HOLDINGS LTD | y84424exv99w1.htm |
Exhibit 99.2
Validus Holdings, Ltd. 29 Richmond Road Pembroke HM 08 Bermuda Mailing Address Suite 1790 48 Par-la-Ville Road Hamilton HM 11 Bermuda T 441 278 9000 F 441 278 9009 www.validusholdings.com |
Validus Holdings, Ltd. Announces Modified Dutch Auction Tender Offer
for $300 Million Validus Common Shares
for $300 Million Validus Common Shares
Pembroke, Bermuda. May 6, 2010. Validus Holdings, Ltd. (NYSE: VR) announced today that its
Board of Directors has approved a self tender offer pursuant to which the Company may repurchase up
to $300 million in common shares. The tender offer is part of the Companys program announced on
February 17, 2010, whereby the Companys Board of Directors authorized the Company to return up to
$750 million to shareholders through share repurchases or other means.
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
$24.00 and not more than $27.50, 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 $300 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 $300
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. The tender offer will expire at 5:00
p.m., New York City time, on June 8, 2010, unless withdrawn or extended by the Company. Georgeson
Inc. will serve as information agent for the tender offer.
While the Companys 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
Companys 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
Companys common shares.
The offer to purchase and the solicitation of the Companys 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 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 SEC. 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 SECs website at www.sec.gov, or the Investor
Relations section of the Companys website located at www.validusholdings.com, or from the
information agent, Georgeson Inc. Shareholders are urged to read those materials carefully prior to
making any decisions with respect to the tender offer.
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 Lloyds insurance market through Syndicate 1183.
Contacts:
Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000
or
Media:
Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020
College Hill
+44 (0)20 7457 2020
Cautionary Note Regarding Forward-Looking Statements
This news 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) Validus limited operating history; 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;
and 17) availability of reinsurance and retrocessional coverage, as well as managements response
to any of the aforementioned factors; 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.
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 news 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.