Validus had previously offered 1.2037 Validus shares for each IPC share on March 31. At the time, based on March 30 closing market prices ($24.91 for Validus and $25.41 for IPC), the Validus offer represented $29.98 per IPC share--an 18 percent premium to IPC's March 30 closing stock price.

Based on May 15 closing prices ($24.16 for Validus and $26.63 for IPC), the previous Validus offer represented $29.08 per IPC share, while the stock part of the new deal amounts to $27.14 per IPC share. The addition of $3 in cash per share brings the total consideration to $30.14 per share--a 13.2 percent premium to IPC's closing price on May 15 and a 21.9 percent premium based on IPC's and Validus' closing prices on March 30.

In a statement today, Ed Noonan, Validus' chairman and chief executive officer, said, "This increase underscores our strong commitment to the acquisition of IPC and reinforces the clear superiority of our offer over IPC's proposed amalgamation with Max Capital."

"In addition, by adjusting our exchange ratio, we are able to provide the IPC shareholders with a meaningful cash component, a request we have heard repeatedly from IPC shareholders whom we've talked to extensively over the last few weeks, along with the continued opportunity to benefit from being part of a leading Bermuda carrier in the short-tail reinsurance and insurance market."

"The combined company will have a global underwriting platform, quality diversification into profitable business lines with superior growth opportunities, a strong balance sheet and a proven management team."

Mr. Noonan continued, "Following numerous meetings with IPC shareholders, we believe there is widespread support for our acquisition of IPC, and in light of our increased offer, we urge the IPC board of directors to determine that our new proposal is superior to the transaction with Max and to withdraw its support for the Max amalgamation, which provides no consideration to IPC shareholders and significantly increases their exposure to risky assets and underperforming business lines."

According to the joint statement released by Max Capital and IPC in early March, terms of the amalgamation agreement, which their respective boards approved, had Max stockholders receiving 0.6429 IPC shares for each Max share. The deal value exceeded $900 million for the more than 56 million outstanding Max shares.

Under terms of the alternative Max-IPC proposed amalgamation, IPC shareholders would own the majority of the resulting company--approximately 58 percent, with Max shareholders owning about 42 percent.

The Validus offer has Validus shareholders owning a greater portion of the combined company.

Laying out the merits of their respective deals in earlier announcements, Validus has said that a combination between IPC and Validus is superior to one with Max because an IPC-Validus combination would create a market-leading carrier in Bermuda's short-tail reinsurance and insurance markets.

Max says it offers more diversification to IPC's monoline property-catastrophe reinsurance operation by adding long-tail liability business to the mix.

Validus continues to pursue two other avenues to take over IPC--taking the same exchange offer directly to shareholders should the IPC board continue to reject Validus' offer, and petitioning the Supreme Court of Bermuda to approve a "scheme of arrangement" under Bermuda law.

According to Validus, this alternative would allow Validus to acquire IPC under the same economic terms, if 75 percent of shareholders vote in favor of the deal at a court-ordered meeting, and then IPC shareholders call for a second meeting to be held "if the IPC board continues to be uncooperative." At that second meeting, shareholders would require IPC to approve and be bound by the Validus arrangement and to terminate the IPC-Max deal.

Following the two meetings and approval by the Supreme Court of Bermuda, the scheme would become effective, according to Validus.

The exchange offer is set to expire on June 26, unless extended.