Validus Preliminary Results Of Tender Offer

June 6, 2012

Bermuda-based Validus Holdings Ltd. announced the preliminary results of its “modified Dutch auction” tender offer, which expired yesterday [June 5].

A statement from the Company said, “Based on the preliminary count by Computershare, the depositary for the tender offer, 6,325,505 common shares, including 2,761,999 common shares that were tendered pursuant to notice of guaranteed delivery, were properly tendered and not withdrawn at a price per common share at or below $32.00.

“Based on these preliminary results, Validus expects to purchase 6,325,505 common shares, subject to receipt of common shares tendered pursuant to notice of guaranteed delivery, at a price of $32.00 per common share for an expected total cost of $202,416,160, excluding fees and expenses relating to the tender offer. Validus will fund the purchase of the common shares in the tender offer using cash on hand.

“Included within the common shares to be accepted for purchase are 75,505 common shares that Validus elected to purchase pursuant to its option to increase the size of the tender offer by up to 2.0% of the outstanding common shares. Payment for the common shares accepted for purchase, and return of all common shares tendered and not purchased, will occur promptly after the final number of common shares tendered is confirmed.

“As noted in the Company’s Offer to Purchase, the Company may in the future consider various forms of share repurchases, including open market purchases, tender offers and/or accelerated share repurchases or otherwise. Under applicable securities laws, the Company may not repurchase any of its common shares until after June 19, 2012. Following completion of the tender offer, Validus expects to have approximately $168.3 million remaining under its current share repurchase authorization.

“The timing, form and amount of any future share repurchases will depend on a variety of factors, including the Company’s results of operations, financial position and capital requirements, general business conditions, legal, tax, regulatory, rating agency and contractual constraints or restrictions and other factors its board of directors deems relevant. The share repurchase authorization may be modified, extended or terminated by the Company’s board of directors at any time.”

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