-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MoH3IdgqFyj25aZ99efEfvMsCyorDIyys5G9ropWZfO7sHhWcRoQnQYo1E5favoD MBYem8HS0Pwrq2fxJMGmdg== 0001193125-09-103453.txt : 20090507 0001193125-09-103453.hdr.sgml : 20090507 20090507163740 ACCESSION NUMBER: 0001193125-09-103453 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090507 DATE AS OF CHANGE: 20090507 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAX CAPITAL GROUP LTD. CENTRAL INDEX KEY: 0001141719 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33047 FILM NUMBER: 09806056 BUSINESS ADDRESS: STREET 1: MAX RE HOUSE STREET 2: 2 FRONT STREET CITY: HAMILTON HM11 STATE: D0 ZIP: HM 11 BUSINESS PHONE: 4412968800 MAIL ADDRESS: STREET 1: MAX RE HOUSE STREET 2: 2 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: MAX RE CAPITAL LTD DATE OF NAME CHANGE: 20010531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IPC HOLDINGS LTD CENTRAL INDEX KEY: 0000909815 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: C/O AMERICAN INTERNATIONAL BUILDING STREET 2: 29 RICHMOND RD CITY: PEMBROKE STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412952121 MAIL ADDRESS: STREET 1: C/O AMERICAN INTERNATIONAL BUILDING STREET 2: 29 RICHMOND RD CITY: PEMBROKE STATE: D0 ZIP: 00000 425 1 d425.htm FORM 425 Form 425

Filed by IPC Holdings, Ltd. pursuant to Rule 425

under the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended.

Subject Company: Max Capital Group Ltd.

(Commission File No.: 000-33047)

The Combination Of IPC Holdings And Max Capital—Creating A World-Class Specialty Insurer and Reinsurer

At the June 12, 2009 annual general meeting of shareholders, IPC shareholders will have the opportunity to vote on several proposals in connection with the approval of the combination of IPC and Max Capital Group Ltd.

The IPC/Max Amalgamation—Significant Shareholder Value Creation Through Increased Flexibility And Greater Diversification

Upon approval and consummation, the IPC/Max amalgamation will benefit IPC shareholders by creating a stronger, more diversified global underwriting platform with less correlated risk. The combined company, which will be called Max Capital Group Ltd., will have the scale and flexibility to better manage capital and take advantage of attractive opportunities in the property-casualty marketplace as and when they arise, thereby building long-term value for IPC and Max shareholders.

All Of The IPC Directors Strongly Support The Combination With Max And Urge The IPC Shareholders To Approve It.

We encourage IPC shareholders eligible to vote to read the materials on this Web site carefully and vote FOR all the nominees listed and FOR all the Proposals on the WHITE proxy card promptly.

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