VALIDUS HOLDINGS LTD

election_required = True...t Holder (as defined below) who: • properly tenders and does not properly withdraw all Shares owned beneficially or of record by the Odd Lot Holder (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery. • Second, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares properly tendered and not properly withdrawn, on a pro rata basis, with appropriate adj...

expiry = 2010-12-08...ents Exhibit (a)(1)(A) Validus Holdings, Ltd. Offer to Purchase for Cash up to 7,945,400 of its Common Shares at a Purchase Price of $30.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 8, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).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 7,945...

listed = True...and Exchange Commission (the “SEC”) on November 5, 2010. 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 November 4, 2010, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $29.57 per Share. You are urged to obtain current market quotations for the Shares before deciding whether to tender your Shares pursuant to the Offe...

mechanism = DUTCH...eans. This amount is in addition to the $629.0 million of Shares repurchased by the Company through November 3, 2010 under its previously authorized share repurchase program announced in February 2010, including $300.0 million of Shares purchased by way of a “modified Dutch auction” tender offer which expired on June 8, 2010. The Board of Directors considered a range of possible alternative uses for our excess capital, including retaining all of the capital to provide for future growth or an increased capital cushion, an increase in the ordinary common share dividend, a special dividend payable to all shareholders,...

must_tender_all = True...uch units have been settled in Shares. See Section 3. What happens if more than 7,945,400 Shares are tendered in the Offer? We will purchase properly tendered Shares on the basis set forth below: • First, from all holders of “odd lots” of less than 100 Shares who properly tender all of their Shares and do not properly withdraw them prior to the Expiration Date; • Second, from all other shareholders who properly tender Shares, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional Shares (except for shareholders who tendered Shares conditionally for which the condition was not satisfied), until we have...

price = USD 30.0...1.A 2 y87600exv99waw1wa.htm EX-99.A.1.A exv99waw1wa Table of Contents Exhibit (a)(1)(A) Validus Holdings, Ltd. Offer to Purchase for Cash up to 7,945,400 of its Common Shares at a Purchase Price of $30.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 8, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). V...

threshold = 100...s conditioned upon the purchase of a specified 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 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 y87600exv99waw1wa.htm EX-99.A.1.A exv99waw1wa Table of Contents Exhibit (a)(1)(A) Validus Holdings, Ltd. Offer to Purchase for Cash up to 7,945,400 of its Common Shares at a Purchase Price of $30.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 8, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Validus Holdings, Ltd., a Bermuda e...