He reasoned that boards of directors need to pay attention to their responsibilities to provide value to shareholders.

Besides Flagstone's offer of a part stock-part cash deal, there's at least one other rival proposal for IPC's board (and ultimately its shareholders) to consider--a $1.6 billion offer from Validus Holdings that already trounced a proposal for a $900 million merger deal for IPC from Max Capital.

The Max-IPC deal, previously blessed by IPC's board, was voted down by IPC shareholders in June.

"Does the M&A environment get frenzied if someone makes this [IPC] deal happen?" an analyst asked Mr. Byrne. With news of Partner Re's acquisition fresh off the wires, "do you think the markets are heating up for M&A immediately after the consummation of the deal with IPC regardless of who the winner is?"

Mr. Byrne responded: "My speculative answer would be yes. I think there has been a general feeling, particularly in the community in Bermuda [and] also among some of the European companies for the last year or so, that there are more companies than there are distinct strategies and that there should be some combination."

He continued, "I haven't overall been impressed with attention to corporate governance by some companies." Describing his own firm as having "extraordinarily shareholder-friendly management," he said, "I think a little bit of stirring the pot and boards being reminded of what their obligations are in terms of producing shareholder value is a positive thing."

Mr. Byrne said he does not, however, expect to see a lot more deals happen in the catastrophe reinsurance arena this summer since low-probability but potential catastrophe events can play out to impact deal terms. In the case of the Flagstone-IPC proposal, he noted that Flagstone "accepted a mutually agreed amalgamation agreement with IPC [that] does not provide for a material adverse change...over a natural catastrophe."

Asked if Flagstone needs to pursue another deal should the IPC deal fall through, Mr. Byrne said it does not.

"We were happy individuals before we made this offer," he said, noting that it is currently filling the gap between reinsurance business opportunities and the level of capital Flagstone has to support business writings by buying a little bit more retrocessional coverage to manage exposure.

"We're not in the need-to-do-a-deal category," he said. Instead, "we feel that as management, it's our obligation to review every opportunity that exists."

"That's good governance. That's what a chairman is supposed to do," he said. "We looked at dozens of things before we decided to make an offer on this one."

Asked about the history of contacts between IPC and Flagstone, Mr. Byrne revealed that Flagstone was actually contacted by IPC's advisors last fall as they evaluated potential partners for IPC.

"We indicated an interest and, for reasons not known to us, were not selected into their final three [bidders]. In fact, we don't know who the other two were besides Max," Mr. Byrne reported.

He said the dialogue between the companies was reopened about three weeks ago, when Flagstone sent a letter of intent to IPC's board, following up with phone calls, in-person meetings and then a six-day due diligence process that allowed for a review of reserves, investments and even an opportunity for Flagstone's actuary to model IPC risks in its own portfolio management system.

Asked by an analyst why Flagstone didn't pursue a match with a "larger, more diversified insurance and reinsurance organization," Mr. Byrne noted, among other things, that IPC is already 50 percent bigger than Flagstone.

He also said Flagstone viewed the deal as a clean, simple one, since Flagstone is already familiar with 70 percent of clients. "We knew [them] by first-name basis," he said.

"At least at this moment, we don't have an appetite for a big U.S. casualty presence," he added, suggesting that other potential partners have existing U.S. casualty books. While he said he would not rule out the prospect of adding U.S. casualty forever, "we don't think it's the right move for the fall of 2009."

Highlighting one unique benefit that sets Flagstone apart from rival suitor Validus and other potential acquirers, Mr. Byrne said IPC shareholders will benefit from Flagstone's Swiss operating platform, noting that Flagstone moved to consolidate its principal operations and capital base to Switzerland in the fall of 2008.

"That's a move you've seen copied by others," he said, adding that "the Swiss regulator is [now] deluged with applications."

"There's a great deal of pressure on Bermuda and other countries perceived to be tax havens from the G-20, the OECD [Organization for Economic Cooperation and Development] and the Obama administration. We believe we're in a much safer position," he said.

When an analyst countered to suggest that there are bills floating around in Congress that seem to "address Switzerland specifically and not Bermuda," Mr. Byrne said he was not aware of them.

"The United States and Switzerland have a long-standing tax treaty that is not easily changed unilaterally from the floor of the Senate, and no bill has come to our attention that targets Switzerland," he said.