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Enter Symbol
or Name
USA
CA



Fairfax Financial Holdings Ltd
Symbol FFH
Shares Issued 23,004,207
Close 2017-07-05 C$ 565.01
Market Cap C$ 12,997,606,997
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Fairfax Financial completes Allied World acquisition

2017-07-06 09:20 ET - News Release

Mr. Paul Rivett reports

FAIRFAX FINANCIAL SUCCESSFULLY COMPLETES ACQUISITION OF ALLIED WORLD AND CLOSES EXCHANGE OFFER

Fairfax Financial Holdings Ltd. and Allied World Assurance Company Holdings AG have successfully completed the acquisition of Allied World and closing of the exchange offer by Fairfax Financial Holdings (Switzerland) GmbH, an indirect subsidiary of Fairfax, for all of the issued and outstanding ordinary shares of Allied World, which expired at 5 p.m. New York time on July 5, 2017.

(Unless otherwise provided herein, all dollar amounts in this announcement are expressed in U.S. dollars.)

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84,184,397 shares (including 6,319,913 shares tendered by guaranteed delivery) had been tendered into and not properly withdrawn from the offer, representing approximately 96.1 per cent of the outstanding shares. All shares that were validly tendered into the offer and not properly withdrawn have been accepted for payment and acquired by the purchaser.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 Dec. 18, 2016, between Fairfax and Allied World, all conditions to the offer have been satisfied, and Allied World has declared the special cash dividend of $5 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, 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 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, 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. Allied World also intends to suspend its reporting obligations under the Exchange Act once it is eligible to do so.

About Fairfax Financial Holdings Ltd.

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.

About Allied World Assurance Company Holdings AG

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 its Lloyd's Syndicate 2232 is rated A-plus by Standard & Poor's and AA-minus by Fitch.

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