VALIDUS HOLDINGS LTD

election_required = True...00 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price prior to the Expiration Date and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your Shares without subjecting them to proration. See Section 1. Once I have tendered Shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered Shares at any time prior to the...

expiry = 2010-06-08...r Not More Than $300,000,000 in Cash up to 12,500,000 of its Common Shares at a Purchase Price Not Greater Than $27.50 Nor Less Than $24.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 8, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Validus Holdings, Ltd., a Bermuda exempted company (the “Company,” “Validus,” “we” or “us”), is offering to purchase for cash up to 12,50...

listed = True...ptly following the Expiration Date. See Sections 3 and 4. The Offer is not conditioned upon obtaining financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “VR.” On May 6, 2010, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $23.75 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender your Sh...

mechanism = DUTCH...summary. Who is offering to purchase my Shares? Validus Holdings, Ltd., which we refer to as the “Company,” “Validus,” “we” or “us.” What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting an offer by means of a modified “Dutch auction” to purchase for cash up to 12,500,000 of our common shares, which includes voting common shares, par value $0.175 per share (the “Voting Common Shares”) and non-voting common shares, par value $0.175 per share (together with the Voting Common Shares, the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering sha...

must_tender_all = True...rly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $300,000,000, we will purchase Shares: • First, from all holders of “odd lots” of less than 100 Shares who properly tender all of their Shares at or below the Purchase Price, and do not properly withdraw them prior to the Expiration Date; • Second, from all other shareholders who properly tender Shares at or below the Purchase Price, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional Shares (except for shareholders who tendered Shares conditio...

priority = True...re (the minimum purchase price under the offer) and shareholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have such Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, proration and conditional tender). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. If we become aware of any such jurisdiction where the making...

threshold = 100...ified number of Shares, it is possible that none of those Shares will be purchased. Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for...

txn_type = TENDER_OFFEREX-99.A.1.A 2 y84454exv99waw1wa.htm EX-99.A.1.A exv99waw1wa Table of Contents Exhibit (a)(1)(A) Validus Holdings, Ltd. Offer to Purchase for Not More Than $300,000,000 in Cash up to 12,500,000 of its Common Shares at a Purchase Price Not Greater Than $27.50 Nor Less Than $24.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 8, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDE...