Validus Holdings, VR and Flagstone Reinsurance
Holdings, S.A. (“Flagstone”) FSR today announced that the boards of
directors of both Validus and Flagstone have approved a definitive merger
agreement pursuant to which Validus will acquire all of the issued and
outstanding shares of Flagstone. Under the terms of the agreement, Flagstone
shareholders will receive 0.1935 Validus voting common shares and $2.00 in
cash for each Flagstone share. The transaction provides Flagstone shareholders
with a 19.4% premium and $8.43 of value per share based on the closing share
price for each of Validus and Flagstone as of Wednesday, August 29, 2012 and
represents an aggregate equity value of $623.2 million. For United States tax
purposes, the proposed transaction is intended to be tax-free to Flagstone
shareholders with respect to the Validus voting common shares they receive.
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