Fairfax Financial Successfully Completes Acquisition of Allied World and Closes 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)
announce the successful completion of the acquisition of Allied World
and closing of the exchange offer by Fairfax Financial Holdings
(Switzerland) GmbH (the “Purchaser”), an indirect subsidiary of Fairfax,
for all of the issued and outstanding ordinary shares of Allied World
(the “Shares”), which expired at 5:00 p.m. (New York City time) on July
5, 2017.
Continental Stock Transfer & Trust Company, the exchange agent for the
offer, has indicated that, as of the expiration of the offer, 84,184,397
Shares (including 6,319,913 Shares tendered by guaranteed delivery) had
been tendered into and not properly withdrawn from the offer,
representing approximately 96.1% of the outstanding Shares. All Shares
that were validly tendered into the offer and not properly withdrawn
have been accepted for payment and acquired by the Purchaser. Pursuant
to the Agreement and Plan of Merger dated as of December 18, 2016
between Fairfax and Allied World (as amended, the “Merger Agreement”),
all conditions to the offer have been satisfied, and Allied World has
declared the special cash dividend of $5.00 per Share, without interest,
payable to all shareholders that tendered their Shares and to all
holders of record as of the close of trading on July 5, 2017 that did
not tender their Shares.
Squeeze-Out Merger
Fairfax intends to cause Fairfax (Switzerland) GmbH (“Fairfax
Switzerland”), its indirect subsidiary, to effect a squeeze-out merger
under Swiss law pursuant to the terms of the Merger Agreement, whereby
Allied World will be merged with Fairfax Switzerland with Fairfax
Switzerland being the surviving entity (the “Merger”) and thereafter
renamed “Allied World Assurance Company Holdings, GmbH.”
As a result of the Merger, each outstanding Share (other than Shares
owned by (a) Fairfax or the Purchaser or any other subsidiary of Fairfax
or (b) any shareholder of Allied World who is entitled to and properly
demands and exercises dissenters’ rights with respect to such Shares
pursuant to, and complies in all respects with, the applicable
provisions of Swiss law) will, at the effective time of the Merger, be
converted into the right to receive (i) $23.00, payable net to the
holder thereof in cash, without interest, subject to any withholding
taxes required by applicable law, and (ii) 0.057937 of a Fairfax
subordinate voting share, which is the same as the consideration payable
in the offer.
Delisting
Allied World also announced today that it intends to voluntarily delist
the Shares from the New York Stock Exchange and, provided that the
requirements for deregistration are met, in due course, that it intends
to subsequently deregister the Shares under the Securities Exchange Act
of 1934 (the “Exchange Act”). Allied World also intends to suspend its
reporting obligations under the Exchange Act once it is eligible to do
so.
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 previously amended 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 previously amended 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 include any statements related to Fairfax’s
plans and proposals for Allied World, including the Merger, delisting
from the NYSE and deregistration, and 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.