Fairfax and Allied World Announce Final Exchange Ratio for Exchange Offer
TORONTO, Ontario and ZUG, Switzerland–(BUSINESS WIRE)–
(Unless otherwise provided herein, all dollar amounts in this
announcement are expressed in U.S. dollars)
Fairfax Financial Holdings Limited (“Fairfax”) (TSX:FFH)(TSX:FFH.U) and
Allied World Assurance Company Holdings, AG (“Allied World”) (NYSE:AWH)
announced today that, pursuant to the terms of the Agreement and Plan of
Merger, dated as of December 18, 2016, between Fairfax and Allied World,
and as described in the prospectus forming part of the registration
statement on Form F-4 filed by Fairfax with the Securities and Exchange
Commission, as amended, based on today’s closing price of Fairfax
subordinate voting shares and assuming the completion of the offer as
currently scheduled, the final calculation of the consideration being
offered for each Allied World registered ordinary share tendered and not
properly withdrawn in Fairfax’s offer is (i) $23.00 cash and (ii)
0.057937 of a Fairfax subordinate voting share.
In addition, Allied World will pay a special cash dividend of $5.00 per
share, without interest, simultaneously with the payment of the offer
consideration.
The offer and withdrawal rights will expire at 11:59 p.m., New York City
time, on June 30, 2017, unless the offer is extended.
Allied World shareholders who have not yet accepted the offer are urged
to do so as soon as possible and in any event by 11:59 p.m. (New York
City time) on June 30, 2017, which is when the offer and withdrawal
rights will expire, unless the offer is extended. Financial
intermediaries holding Allied World shares on your behalf may have set
earlier deadlines for shareholders to notify them of their intention to
accept the offer, and so, if you intend to accept the offer, you should
contact your financial intermediary (if relevant) to ensure you are
aware of any such deadline. Full details of how to accept the offer are
set out in the registration statement on Form F-4, which includes a
prospectus, and the Tender Offer statement on Schedule TO (including the
related letter of transmittal and other offer documents) filed by
Fairfax with the Securities and Exchange Commission and available on the
SEC’s website, www.sec.gov,
and on Fairfax’s website, www.fairfax.ca.
If you require further information on how to tender your Allied World
shares, please contact Georgeson LLC, the information agent for the
offer, toll-free at 1 (800) 248-7690.
About Fairfax
Fairfax is a holding company which, through its subsidiaries, is engaged
in property and casualty insurance and reinsurance and investment
management.
About Allied World
Allied World, through its subsidiaries and brand known as Allied World,
is a global provider of innovative property, casualty and specialty
insurance and reinsurance solutions. Allied World offers superior client
service through a global network of offices and branches. All of Allied
World’s rated insurance and reinsurance subsidiaries are rated A by A.M.
Best Company, A by Standard & Poor’s, and A2 by Moody’s, and our Lloyd’s
Syndicate 2232 is rated A+ by Standard & Poor’s and AA- by Fitch.
IMPORTANT INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and does not
constitute or form part of an offer to sell or exchange or the
solicitation of an offer to buy, exchange or subscribe to any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange would
be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This communication is not an offer of
securities for sale into the United States. No offering of securities
shall be made in the United States except pursuant to registration under
the U.S. Securities Act of 1933, or an exemption therefrom. An offer
will not be made in, nor will deposits be accepted in, any jurisdiction
in which the making or acceptance thereof would not be in compliance
with the laws of such jurisdiction. However, Fairfax may, in its sole
discretion, take such action as it may deem necessary to extend an offer
in any such jurisdiction.
The release, publication or distribution of this communication in
certain jurisdictions may be restricted by law and therefore persons in
such jurisdictions into which this communication is released, published
or distributed should inform themselves about and observe such
restrictions.
In connection with the exchange offer for all of the outstanding
registered ordinary shares of Allied World, Fairfax has filed with the
Securities and Exchange Commission (the “SEC”) a registration statement
on Form F-4, which includes a prospectus, and a Tender Offer statement
on Schedule TO (including a related letter of transmittal and other
offer documents), which has been and will be further amended. Allied
World has filed with the SEC a Solicitation / Recommendation Statement
on Schedule 14D-9 with respect to the exchange offer, which has been and
will be further amended. SHAREHOLDERS OF ALLIED WORLD ARE URGED TO READ
THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY (INCLUDING THE EXHIBITS
THERETO) AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER.
These materials and Fairfax’s other public filings with the SEC may be
obtained without charge at the SEC’s website, www.sec.gov.
Any materials filed with the SEC may also be obtained without charge at
Fairfax’s website, www.fairfax.ca.
Any proxy statement and any other relevant documents filed by Allied
World with the SEC, as well as any amendments or supplements to those
documents and Allied World’s other public filings with the SEC, may be
obtained without charge at the SEC’s website, www.sec.gov,
after they have been filed. Any materials filed with the SEC may also be
obtained without charge at Allied World’s website, www.awac.com.
Participants in the Solicitation
Fairfax and Allied World and their respective directors and executive
officers may be deemed to be participants in any solicitation of proxies
from Allied World’s shareholders in favour of the merger. Information
about Allied World’s directors and executive officers is available in
Allied World’s amended Annual Report on Form 10-K dated April 27, 2017.
Information about Fairfax’s directors and executive officers is
available in Fairfax’s management proxy circular dated March 10, 2017
for its 2017 Annual Meeting of Shareholders. Other information regarding
the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, are
contained in the definitive proxy statement, the prospectus and other
relevant materials filed with the SEC regarding the merger. Investors
should read the definitive proxy statement and the prospectus carefully
before making any voting or investment decisions.
Forward-Looking Statements
Certain statements contained herein may constitute forward-looking
statements within the meaning of applicable Canadian and United States
securities laws and are made pursuant to the “safe harbour” provisions
of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are generally identified by words such as
“believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,”
“continue,” “should,” and other similar expressions. 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, Allied World or the combined
company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Such statements reflect the current views of management of Fairfax and
Allied World and are subject to a number of risks and uncertainties.
These statements are based on many assumptions and factors, including
general economic and market conditions, industry conditions, corporate
approvals, regulatory approvals, operational factors and other factors.
Any changes in such assumptions or factors could cause actual results to
differ materially from current expectations. All forward-looking
statements attributable to Fairfax and Allied World, or persons acting
on their behalf, are expressly qualified in their entirety by the
cautionary statements set forth in this paragraph.
Undue reliance should not be placed on such statements, which speak only
as of the date they are made. Such factors include, but are not limited
to the risks and uncertainties described in: (i) Fairfax’s most recently
issued Annual Report which is available at www.fairfax.ca
and in its Supplemental and Base Shelf Prospectus (under “Risk Factors”)
filed with the securities regulatory authorities in Canada, which is
available on SEDAR at www.sedar.com;
and (ii) Allied World’s most recently issued Annual Report filed on Form
10-K, which is available on EDGAR at www.sec.gov.
Each of Fairfax and Allied World disclaims any intention or obligation
to update or revise any forward-looking statements and undertakes no
obligation to release publicly the results of any future revisions to
the forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
There can be no assurance that the offer and/or the merger will occur or
that the anticipated benefits of the offer and merger will be realized.