|[November 30, 2012]
Validus Holdings Completes Acquisition of Flagstone Re
LUXEMBOURG --(Business Wire)--
Flagstone Reinsurance Holdings, S.A. (NYSE: FSR) ("Flagstone") today
announced the completion of its acquisition by Validus Holdings, Ltd.
(NYSE: VR) ("Validus"), effective today. The transaction was approved by
Flagstone's shareholders at an extraordinary meeting of its shareholders
on November 28, 2012. The Flagstone shares will be delisted from the New
York Stock Exchange.
Pursuant to the merger agreement with Validus, 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.
Flagstone, through its operating subsidiaries, is a global reinsurance
company that employs a focused and technical approach to the Property
Catastrophe, Property, and Specialty reinsurance businesses.
Validus 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
Cautionary Note Regarding Forward-Looking Statements:
This press release may include forward-looking statements, both with
respect to Flagstone and Validus and their industries, that reflect
Flagstone's 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 forward-looking statements address
matters that involve risks and uncertainties, many of which are beyond
Flagstone's and Validus' control. Accordingly, there are or will be
important risks and uncertainties that could cause actual results to
differ materially from those idicated in such statements and,
therefore, you should not place undue reliance on any such statements.
Flagstone believes that these risks and uncertainties 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 Flagstone's and Validus' 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 Flagstone's and Validus' respective loss
reserves; (8) the estimates and judgments that Flagstone and Validus use
in preparing their respective financial statements, which are more
difficult to make than if Flagstone and Validus were mature companies;
(9) retention of key personnel; (10) potential conflicts of interest
with Flagstone's and Validus' 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 Flagstone and Validus assume through their
dealings with their respective insurance and reinsurance brokers; (14)
Flagstone's and Validus' 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 Flagstone and Validus 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 Flagstone's and Validus'
investment portfolios of changing financial market conditions including
inflation, interest rates, liquidity and other factors; (18) the impact
of currency fluctuations on Flagstone's and Validus' operating results;
(19) the impact of heightened European sovereign debt risk on
Flagstone's and Validus' 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 Flagstone and Validus operate; and (22) acts of terrorism or
outbreak of war, as well as Flagstone and Validus management's response
to any of the aforementioned risks and uncertainties.
The foregoing review of important risks and uncertainties 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 Flagstone's most recent reports on Form
10-K and Form 10-Q and the risk factors included in Validus' most recent
reports on Form 10-K and Form 10-Q and other documents of Flagstone and
Validus on file with the Securities and Exchange Commission ("SEC (News - Alert)"). In
addition to the risks described above, risks and uncertainties relating
to the transaction are more fully discussed in the proxy
statement/prospectus included in Amendment No. 2 to the registration
statement on Form S-4 filed by Validus with, and declared effective by,
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 Flagstone or Validus will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects
on, Flagstone or Validus or their respective businesses 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,
Flagstone and Validus undertake 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 websites referenced in this press release are not
incorporated by reference herein.
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