Validus Holdings, Ltd. ("Validus") provides reinsurance coverage, insurance coverage, and insurance linked securities management services worldwide.
According to the Complaint, on January 22, 2018, Validus and AIG issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated January 22, 2018 (the “Merger Agreement”) to sell Validus to AIG for $68.00 per share in cash (the “Merger Consideration”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of AIG. The Proposed Transaction is valued at approximately $5.56 billion.
On March 7, 2017, Validus filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) with the SEC.
The Complaint alleges that the Proxy Statement, which recommends that Validus stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Validus insiders’ potential conflicts of interest; (ii) Validus’ financial projections prepared by Validus’ management and provided to and utilized by J.P. Morgan Securities LLC (“J.P. Morgan”) in connection with its evaluation of the Proposed Transaction; and (iii) the valuation analyses prepared by J.P. Morgan in connection with the rendering of its fairness opinion.
This case was voluntarily dismissed on June 14, 2018.