Fairfax Announces Completion of Substantial Issuer Bid
30 December 2021 - 12:08PM
Fairfax Financial Holdings Limited (“Fairfax” or the “Company”)
(TSX: FFH and FFH.U) announces today the completion of its
substantial issuer bid initially announced on November 17, 2021
(the “Offer”). Fairfax has taken up and paid for 2,000,000
subordinate voting shares (the “Shares”) at a purchase price of
US$500.00 per Share (the “Purchase Price”).
The Shares purchased under the Offer represent
an aggregate purchase price of US$1.0 billion and represent 7.01%
of the total number of Fairfax’s issued and outstanding Shares and
multiple voting shares as of November 17, 2021, the date the Offer
was announced. At such date, Fairfax had 26,986,170 Shares and
1,548,000 multiple voting shares issued and outstanding. After
giving effect to the Offer, Fairfax will have 24,986,170 Shares and
1,548,000 multiple voting shares issued and outstanding.
A total of 2,000,000 Shares were taken up and
purchased under the Offer pursuant to purchase price tenders and
auction tenders at or below the Purchase Price. As the Offer was
oversubscribed, shareholders who made auction tenders at or below
the Purchase Price and shareholders who made purchase price tenders
had approximately 90.4% of their successfully tendered Shares
purchased by Fairfax (other than “odd lot” tenders, which were not
subject to proration).
Fairfax has made payment for the Shares validly
tendered by delivering the aggregate purchase price to
Computershare Investor Services Inc. (the “Depositary”) in
accordance with the Offer and applicable law, and payment to
tendering shareholders will be effected by the Depositary. Any
Shares tendered and not purchased, including Shares invalidly
tendered, will be returned to shareholders as soon as practicable
by the Depositary.
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.
For further information,
contact: John
Varnell, Vice President, Corporate Development at (416)
367-4941
Certain statements contained herein may
constitute forward-looking statements and are made pursuant to the
“safe harbour” provisions of applicable Canadian securities laws.
Particularly, statements about the Offer, including the timing of
payment and settlement for Shares purchased under the Offer, the
number of Shares and multiple voting shares expected to be issued
and outstanding after completion of the Offer, and statements
regarding future results, performance, achievements, prospects or
opportunities of the Company, are forward-looking statements. Such
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Fairfax to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to: reduction in net earnings if our loss
reserves are insufficient; underwriting losses on the risks we
insure that are higher or lower than expected; the occurrence of
catastrophic events with a frequency or severity exceeding our
estimates; changes in market variables, including interest rates,
foreign exchange rates, equity prices and credit spreads, which
could negatively affect our investment portfolio; risks associated
with the global pandemic caused by a novel strain of coronavirus
(“COVID-19”), and the related global reduction in commerce and
substantial downturns in stock markets worldwide; the cycles of the
insurance market and general economic conditions, which can
substantially influence our and our competitors’ premium rates and
capacity to write new business; insufficient reserves for asbestos,
environmental and other latent claims; exposure to credit risk in
the event our reinsurers fail to make payments to us under our
reinsurance arrangements; exposure to credit risk in the event our
insureds, insurance producers or reinsurance intermediaries fail to
remit premiums that are owed to us or failure by our insureds to
reimburse us for deductibles that are paid by us on their behalf;
our inability to maintain our long term debt ratings, the inability
of our subsidiaries to maintain financial or claims paying ability
ratings and the impact of a downgrade of such ratings on derivative
transactions that we or our subsidiaries have entered into; risks
associated with implementing our business strategies; the timing of
claims payments being sooner or the receipt of reinsurance
recoverables being later than anticipated by us; risks associated
with any use we may make of derivative instruments; the failure of
any hedging methods we may employ to achieve their desired risk
management objective; a decrease in the level of demand for
insurance or reinsurance products, or increased competition in the
insurance industry; the impact of emerging claim and coverage
issues or the failure of any of the loss limitation methods we
employ; our inability to access cash of our subsidiaries; our
inability to obtain required levels of capital on favourable terms,
if at all; the loss of key employees; our inability to obtain
reinsurance coverage in sufficient amounts, at reasonable prices or
on terms that adequately protect us; the passage of legislation
subjecting our businesses to additional adverse requirements,
supervision or regulation, including additional tax regulation, in
the United States, Canada or other jurisdictions in which we
operate; risks associated with government investigations of, and
litigation and negative publicity related to, insurance industry
practice or any other conduct; risks associated with political and
other developments in foreign jurisdictions in which we operate;
risks associated with legal or regulatory proceedings or
significant litigation; failures or security breaches of our
computer and data processing systems; the influence exercisable by
our significant shareholder; adverse fluctuations in foreign
currency exchange rates; our dependence on independent brokers over
whom we exercise little control; impairment of the carrying value
of our goodwill, indefinite-lived intangible assets or investments
in associates; our failure to realize deferred income tax assets;
technological or other change which adversely impacts demand, or
the premiums payable, for the insurance coverages we offer;
disruptions of our information technology systems; assessments and
shared market mechanisms which may adversely affect our insurance
subsidiaries; and adverse consequences to our business, our
investments and our personnel resulting from or related to the
COVID-19 pandemic. Additional risks and uncertainties are described
in our most recently issued Annual Report which is available at
www.fairfax.ca and in our Base Shelf Prospectus (under “Risk
Factors”) filed with the securities regulatory authorities in
Canada, which is available on SEDAR at www.sedar.com. Fairfax
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
securities law.
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