There is noassurance IPC would, at that time, choose to enter into a transaction withValidus. Even if IPC were to proceed with Validus in a negotiated transaction atthat time, Validus and IPC would both need to obtain consents under their creditfacilities before the deal could close, whereas no such additional consentswould be necessary to close the IPC/Max transaction. Validus and IPC would alsoneed to achieve satisfactory indications from the ratings agencies regarding theratings outcomes of such a combination.Validus's Exchange Offer Could Not Be Completed And Is Highly Conditional Validus recently announced its intention to launch an exchange offer for IPCunder the same economic terms as its unsolicited offer, which has already beenrejected by IPC's Board. We believe the proposed Validus exchange offer, asdescribed in its press release, could not be completed and is highlyconditional.Most importantly, Validus could not close its proposed exchange offer underIPC's bye-laws, which do not allow for any shareholder to be the registeredowner of more than 9.9% of the company's outstanding shares. Therefore, Validuswill not be able to complete its proposed exchange offer.In addition, the proposed exchange offer is conditioned, among other things, on: * IPC shareholders rejecting the Max amalgamation at the upcoming shareholder meeting; * A minimum of 90% of IPC shareholders agreeing to accept Validus's below-book-value price in the exchange offer; and * Validus and IPC receiving approvals under their credit facilities. IPC believes that the receipt of satisfactory ratings from the rating agencies,also a necessary precondition of a transaction, is uncertain in any Validustransaction.In addition, IPC believes that Validus's alternative proposal of a Scheme ofArrangement, also on the same economic terms already rejected by the IPC Board,is unprecedented, impractical and would face very substantial legaldifficulties. THE PATH TO THE CREATION OF SUPERIOR SHAREHOLDER VALUE IS CLEAR We urge you to support the amalgamation with Max TODAY by signing, dating andreturning the enclosed WHITE proxy card FOR all the proposals associated withthe combination.
Please do not sign or return Validus's gold proxy card.You can find more information about the annual general meeting of shareholdersand the Max amalgamation at our website: Please register at thesite so that you will be apprised of any developments Sincerely, Kenneth L. Hammond Chairman of the Board of Directors On Behalf of the IPC Holdings Board of Directors CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONThis press release 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 statementsfor purposes of the safe harbor provisions of the Private Securities LitigationReform Act of 1995. Such forward-looking statements are subject to certain risksand uncertainties, including the risks described in the definitive joint proxystatement/prospectus of IPC and Max that has been filed with the Securities andExchange Commission ("SEC") under "Risk Factors," many of which are difficult topredict and generally beyond the control of IPC and Max, that could cause actualresults to differ materially from those expressed in or suggested by suchstatements. For further information regarding cautionary statements and factorsaffecting future results, please also refer to the most recent Annual Report onForm 10-K , Quarterly Reports on Form 10-Q filed subsequent to the Annual Reportand other documents filed by each of IPC or Max, as the case may be, with theSEC. Neither IPC nor Max undertakes any obligation to update or revise publiclyany forward-looking statement whether as a result of new information, futuredevelopments or otherwise.This press release contains certain forward-looking statements within themeaning of the U.S federal securities laws. Statements that are not historicalfacts, including statements about our beliefs, plans or expectations, areforward-looking statements.
These statements are based on our current plans,estimates and expectations. Some forward-looking statements may be identified byour use of terms such as "believes," "anticipates," "intends," "expects" andsimilar statements of a future or forward looking nature. In light of theinherent risks and uncertainties in all forward-looking statements, theinclusion of such statements in this press release should not be considered as arepresentation by us or any other person that our objectives or plans will beachieved. Risks and uncertaintiesrelating to the proposed transaction include the risks that: the parties willnot obtain the requisite shareholder or regulatory approvals for thetransaction; the anticipated benefits of the transaction will not be realized;and/or the proposed transactions will not be consummated.
Readers are cautionednot to place undue reliance on these forward-looking statements, which speakonly as of the date on which they are made. We do not intend, and are under noobligation, to update any forward looking statement contained in this pressrelease.ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FINDIT:This press release relates to a proposed business combination between IPC andMax. On May 7, 2009, IPC and Max filed with the SEC a definitive joint proxystatement/prospectus, which was first mailed to shareholders of IPC and Max onMay 7, 2009. This press release is not a substitute for the definitive jointproxy statement/prospectus that IPC has filed with the SEC or any other documentthat IPC or Max may file with the SEC or send to their respective shareholdersin connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS AREURGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHERRELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AS THEY BECOMEAVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THEPROPOSED BUSINESS COMBINATION. WASHINGTON, May 7 /PRNewswire-USNewswire/ -- The National Press Club announcedtoday that it will present its Centennial Founder's Award to the HarrisCorporation in recognition of its support of Press Club programs and eventsduring 2008 -- the Club's centennial year. The award will be presented at aceremony at the National Press Club Thursday, May 7.