- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 06 2009 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2009
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
(State or other jurisdiction
of incorporation)
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001-33606
(Commission File Number)
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98-0501001
(I.R.S. Employer
Identification No.)
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19 Par-La-Ville Road, Hamilton, HM 11 Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 278-9000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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þ
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On August 6, 2009, Validus Holdings, Ltd. (“Validus”) and IPC Holdings, Ltd. (“IPC”) announced
that they would begin mailing a definitive joint proxy statement/prospectus to shareholders of
record of each company as of July 27, 2009 in connection with the proposed amalgamation of IPC with
Validus Ltd., a wholly owned subsidiary of Validus, announced on July 9, 2009. Validus is scheduled
to hold a special general meeting of shareholders on September 4, 2009 at 9:00 a.m., Atlantic Time
to approve the issuance of Validus voting common shares pursuant to the amalgamation agreement
among IPC, Validus and Validus Ltd. dated as of July 9, 2009. The press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed herewith:
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Exhibit No.
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Description
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99.1
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Press Release, dated August 6, 2009, entitled “Validus and IPC
to Mail Joint Proxy Statement/Prospectus For Vote on Proposed
Amalgamation.”
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 6, 2009
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VALIDUS HOLDINGS, LTD.
(Registrant)
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By:
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/s/ Joseph E. (Jeff) Consolino
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Name:
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Joseph E. (Jeff) Consolino
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Title:
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Executive Vice President & Chief Financial Officer
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