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| [November 30, 2012] |
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Validus Completes Acquisition of Flagstone Reinsurance Holdings, S.A.
PEMBROKE, Bermuda --(Business Wire)--
Validus Holdings, Ltd. ("Validus") (NYSE: VR) today announced that it
has completed its acquisition of Flagstone Reinsurance Holdings, S.A.
("Flagstone") (NYSE: FSR), strengthening Validus' leading property
catastrophe reinsurance and short-tail specialty insurance platform.
Ed Noonan, Validus' Chairman and Chief Executive Officer, stated, "The
acquisition of Flagstone solidifies our position as one of the largest
catastrophe reinsurance underwriters in the world, with a $4 billion
shareholder's equity base. Our ability to combine deep research and
analytical skills with responsive underwriting through our traditional
reinsurance, sidecars and top layer facility continues to differentiate
us with clients and brokers. The addition of the Flagstone portfolio
gives us the ability to meaningfully expand our business. We are
underway integrating the Flagstone portfolio and will be well-situated
to serve our brokers and clients on a combined basis for the January 1
renewal season."
Pursuant to the merger agreement with Flagstone, former shareholders of
Flagstone will receive $2.00 in cash and 0.1935 Validus voting common
shares for each Flagstone share. Effective as of prior to the opening of
trading today, Flagstone shares have ceased trading.
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.
This press release may include forward-looking statements, both with
respect to Validus and Flagstone and their industry, that reflect their
current views with respect to future events and financial performance.
Statements that include the words "expect," "intend," "plan," "believe,"
"project," "anticipate," "will," "may," "would" and similar statements
of a future or forward-looking nature identify forward-looking
statements. All foward-looking statements address matters that involve
risks and uncertainties, many of which are beyond Validus' and
Flagstone's control. 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. Validus believes that these factors
include, but are not limited to, the following: 1) unpredictability and
severity of catastrophic events; 2) issues relating to claims and
coverage that may emerge from changing industry practices or changing
legal, judicial, social or other environmental conditions; 3) rating
agency actions; 4) adequacy of Validus' and Flagstone's risk management
and loss limitation methods; 5) competition in the insurance and
reinsurance markets; 6) cyclicality of demand and pricing in the
insurance and reinsurance markets; 7) adequacy of Validus' and
Flagstone's respective loss reserves; 8) the estimates and judgments
that Validus and Flagstone use in preparing their respective financial
statements, which are more difficult to make than if Validus and
Flagstone were mature companies; 9) retention of key personnel; 10)
potential conflicts of interest with Validus' and Flagstone's respective
officers and directors; 11) continued availability of capital and
financing; 12) potential loss of business from one or more major
insurance or reinsurance brokers; 13) the credit risk that each of
Validus and Flagstone assume through their dealings with their
respective insurance and reinsurance brokers; 14) Validus' and
Flagstone's respective 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; 15) the risk that Validus and Flagstone could be bound to
policies that contravene their respective underwriting guidelines by
managing general agents and other third parties who support certain of
their businesses; 16) availability of reinsurance and retrocessional
coverage; 17) the effect on Validus' and Flagstone's investment
portfolios of changing financial market conditions including inflation,
interest rates, liquidity and other factors; 18) the impact of currency
fluctuations on Validus' and Flagstone operating results; 19) the impact
of heightened European sovereign debt risk on Validus' and Flagstone's
fixed income portfolios; 20) the integration of Flagstone or other
businesses Validus may acquire or new business ventures Validus may
start; 21) the legal, regulatory and tax regimes under which Validus and
Flagstone operate; and 22) acts of terrorism or outbreak of war, 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 Validus' most recent reports on Form 10-K and Form
10-Q and the risk factors included in Flagstone's most recent reports on
Form 10-K and Form 10-Q and other documents of Validus and Flagstone on
file with the Securities and Exchange Commission ("SEC (News - Alert)"). In addition to
the risks described above, risks and uncertainties relating to the
proposed mergers are more fully discussed in the definitive proxy
statement/prospectus that was filed with the SEC on October 23, 2012.
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 Validus will be realized
or, even if substantially realized, that they will have the expected
consequences to, or effects on, Validus or its business or operations.
Each forward-looking statement speaks only as of the date of the
particular statement and, except as may be required by applicable law,
Validus undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. The contents of any website referenced in
this press release are not incorporated by reference herein. This press
release does not constitute an offer to sell or the solicitation of an
offer to buy any securities.

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