NU Online News Service, June 15, 3:46 p.m. EDT

Shareholders of IPC Holdings voted down a proposal to merge with Max Capital Friday, but rival bidder Validus, wary of potential responses from IPC's board, said it will look to replace that board if there's no deal soon.

Separately, IPC's board outlined its criteria for a deal with Validus, including a value guarantee, a satisfactory outcome of due diligence to be performed by IPC, and Validus' agreement to cover the payment of a $50 million break-up fee IPC owes to Max Capital. IPC, Validus and Max are all based in Bermuda.

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