Fairfax Announces Completion of Significant Tender Offer


TORONTO, Dec. 2021 (GLOBE NEWSWIRE) – Fairfax Financial Holdings Limited (“Fairfax” or the “Company”) (TSX: FFH and FFH.U) today announces the completion of its substantial tender offer initially announced on November 17, 2021 (the “Offer”). Fairfax has taken delivery 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 issued and outstanding shares and multiple voting shares of Fairfax until November 17, 2021, when the offer was announced. As of that 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 have been taken up and purchased under the Offer pursuant to purchase price bids and auction bids at or below the Purchase Price. As the bid was oversubscribed, shareholders who auctioned at or below the purchase price and shareholders who bid at the purchase price got approximately 90.4% of their shares. successfully tendered purchased by Fairfax (other than “odd lot” offers, which were not prorated).

Fairfax has made payment for the validly tendered Shares by delivering the aggregate purchase price to Computershare Investor Services Inc. (the “Custodian”) in accordance with the Offer and applicable law, and payment to the offering Shareholders will be made by the depositary. All Shares deposited and not purchased, including Shares invalidly deposited, will be returned to shareholders as soon as possible by the Custodian.

Not an offer or a solicitation

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell Shares. The solicitation and offer to purchase shares by Fairfax has been made in accordance with offering documents that Fairfax has 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 related investment management.

For more information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

Certain statements contained in this document may constitute forward-looking statements and are made in accordance with the “safe harbor” provisions of applicable Canadian securities laws. In particular, statements regarding the offer, including the timing of payment and settlement for the shares purchased under the offer, the number of shares and multiple voting shares expected to be issued and in circulation after the completion of the offer, and statements concerning the Company’s results, performance, future achievements, prospects or opportunities, are forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause Fairfax’s actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by these forward-looking statements. . These factors include, but are not limited to: reduction in net income if our loss reserves are insufficient; underwriting losses on the risks that we insure that are higher or lower than expected; the occurrence of catastrophic events the frequency or severity of which exceeds our estimates; changes in market variables, including interest rates, currency exchange rates, stock prices and credit spreads, which could adversely affect our investment portfolio; the risks associated with the global pandemic caused by a novel strain of coronavirus (“COVID-19”), and the associated global reduction in trade and substantial declines in stock markets around the world; insurance market cycles and general economic conditions, which can significantly influence our premium rates and those of our competitors and our ability to write new business; insufficient reserves for asbestos, environmental and other latent claims; exposure to credit risk in the event that our reinsurers fail to make payments to us under our reinsurance agreements; exposure to credit risk in the event that our policyholders, insurance producers or reinsurance intermediaries do not pay the premiums due to us or if our policyholders do not reimburse us for the deductibles that we pay on their behalf; our inability to maintain our long-term debt ratings, the inability of our subsidiaries to maintain financial or claims-settlement ratings and the impact of a downgrade of these ratings on derivative transactions that we or our subsidiaries have entered into; the risks associated with the implementation of our business strategies; the timing of claims payments being earlier or the receipt of reinsurance recoverable amounts later than expected by us; the risks associated with any use we may make of derivative instruments; the failure of the hedging methods we can use to achieve the 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 new claims and coverage issues or the failure of any of the loss containment methods we employ; our inability to access liquidity from our subsidiaries; our inability to obtain required levels of capital on favorable 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 adoption of laws subjecting our business 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, litigation and negative publicity relating to insurance industry practices or other behavior; risks associated with political and other developments in the foreign jurisdictions in which we operate; risks associated with legal or regulatory proceedings or significant litigation; failures or breaches of the security of our IT and data processing systems; the influence exerted by our significant shareholder; unfavorable fluctuations in foreign currency exchange rates; our dependence on independent brokers over whom we have little control; impairment of the carrying amount of our goodwill, our indefinite life intangible assets or our investments in associates; our inability to realize deferred tax assets; technological or other change that negatively impacts demand, or premiums payable, for the insurance coverage we offer; disruptions to our computer systems; valuations and shared market mechanisms that may have a negative impact on our insurance subsidiaries; and the negative consequences for our business, investments and people resulting from or related to the COVID-19 pandemic. Additional risks and uncertainties are described in our most recent annual report, available at www.fairfax.ca and in our base shelf prospectus (under “Risk Factors”) filed with Canadian securities regulators, which is available on SEDAR at www.sedar.com. Fairfax disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities law.


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