Preliminary Results of Substantial Issuer Bid TORONTO, Dec. 24, 2021 (GLOBE NEWSWIRE) -- Fairfax Financial Holdings Limited (“Fairfax” or the “Company”) (TSX: FFH and FFH.U) announced today the preliminary results of its substantial issuer bid initially announced on November 17, 2021 (the “Offer”), pursuant to which the Company offered to purchase for cancellation a number of its subordinate voting shares (“Shares”) for an aggregate purchase price not to exceed US$1.0 billion at a purchase price of not less than US$425.00 and not more than US$500.00 per Share. The Offer expired at 5:00 p.m. (Toronto time) on December 23, 2021.
In accordance with the terms and conditions of the Offer, and based on the preliminary calculations from Computershare Investor Services Inc. (the “Depositary”), as depositary for the Offer, Fairfax expects to take up and purchase for cancellation 2,000,000 Shares at a purchase price of US$500.00 per Share (the “Purchase Price”) under the Offer, representing an aggregate purchase price of US$1.0 billion. The Shares expected to be purchased under the Offer represent approximately 7.01% of the total number of Fairfax’s issued and outstanding Shares and multiple voting shares before giving effect to the Offer. As of November 17, 2021, the date the Offer was announced, there were 26,986,170 Shares and 1,548,000 multiple voting shares issued and outstanding. After giving effect to the Offer, Fairfax expects to have 24,986,170 Shares and 1,548,000 multiple voting shares issued and outstanding.
Based on preliminary results, 2,208,578 Shares were validly tendered and were not withdrawn pursuant to the Offer (including Shares tendered by notice of guaranteed delivery). As the Offer was oversubscribed, it is expected that shareholders who made auction tenders at or below US$500.00 per Share and purchase price tenders will have the number of Shares purchased by Fairfax prorated to approximately 90.4% of their successfully tendered Shares following the determination of the final results of the Offer (other than “odd lot” tenders, which are not subject to proration).
The full details of the Offer are described in the offer to purchase and issuer bid circular dated November 18, 2021, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com and were also filed on a Schedule 13E-4F with the U.S. Securities and Exchange Commission and made available on EDGAR at www.sec.gov (the “Offer Documents”).
The number of Shares to be purchased under the Offer, the Purchase Price and the proration factor referred to above are preliminary, remain subject to verification by the Depositary and assume that all Shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. Fairfax will announce the final results of the Offer following completion of take-up of the Shares.
Not an Offer or Solicitation
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by Fairfax was made pursuant to the Offer Documents that Fairfax filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission.
Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
https://www.globenewswire.com/news-release/2021/12/24/2357748/0/en/Fairfax-Announces-Preliminary-Results-of-Substantial-Issuer-Bid.html