Announcement • 5h
Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of Andrew Peller Limited (TSX:ADW.A) from John E. Peller, Peller Family Enterprises Inc. and others.
Fairfax Financial Holdings Limited (TSX:FFH) entered into a definitive arrangement agreement to acquire Andrew Peller Limited (TSX:ADW.A) from John E. Peller, Peller Family Enterprises Inc. and others for approximately CAD 400 million on June 15, 2026. Fairfax will acquire all of the issued and outstanding Class A Non-Voting shares (the “Class A Shares”) and Class B Voting shares (the “Class B Shares”) of the Andrew Peller for cash consideration of CAD 8.00 per Class A Share (the “Class A Consideration”) and CAD 12.00 per Class B Share (the “Class B Consideration” and collectively the “Cash Consideration”). The Transaction represents an aggregate fully diluted equity value of approximately CAD 400 million and approximately CAD 580 million on an enterprise value basis, in each case excluding the impact of the Rollover Shares. The Class A Consideration represents a premium of 41% and 42%, respectively, to the closing price and 20-day volume weighted average price (“VWAP”) of the Class A Shares on the Toronto Stock Exchange (the "TSX") on June 12, 2026, being the last trading date prior to the announcement of the Transaction, and represents the highest closing price of the Class A Shares in more than four years. The Class B Consideration represents a premium of approximately 70% and 66%, respectively, to the closing price and 20-day VWAP of the Class B Shares on the TSX on June 12, 2026, and represents the highest closing price of the Class B Shares in more than four years. Following completion of the Transaction, it is expected that the Class A Shares and the Class B Shares will be delisted from the TSX and that Andrew Peller will cease to be a reporting issuer in all applicable Canadian jurisdictions.
The Arrangement Agreement also provides for a termination fee of CAD 12 million (equal to approximately 3% of the fully diluted equity value) payable by Andrew Peller in certain circumstances, a reverse termination fee of CAD 12 million payable by the Purchaser in certain circumstances, and a capped expense reimbursement of up to CAD 750,000 payable to the Purchaser in limited circumstances. Paul Dubkowski will remain Andrew Peller’s Chief Executive Officer and Renee Cauchi will remain Andrew Peller’s Chief Financial Officer. The rest of Andrew Peller’s current leadership team is also expected to continue in their current roles following completion of the Transaction.
The Transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). Completion of the Transaction is subject to customary conditions, including, among others, court approval, regulatory approvals and the requisite approval of the Shareholders present in person or represented by proxy at the special meeting of Shareholders to be held to consider the Transaction (the “Meeting”). In connection with the Transaction, the Company’s two largest shareholders, including the Rollover Shareholders, and other directors and senior officers of the Company, collectively holding 20% of the Class A Shares and 75% of the Class B Shares, have entered into voting support agreements (the “Voting Support Agreements“) with the Purchaser, pursuant to which they have agreed to, among other things, vote all of their Shares (including any Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Shares) in favour of the Transaction. The Rollover Shareholders have entered into irrevocable voting support agreements, subject to certain exceptions, representing approximately 15% of the Class A Shares and approximately 25% of the Class B Shares. The Arrangement was approved unanimously by the Andrew Peller’s board of directors in consultation with its financial and legal advisors, and after considering, among other things, the unanimous recommendation of the Special Committee. The Arrangement Agreement provides that the receipt of the Competition Act Approval and Operating Business Approvals are a condition to the Arrangement becoming effective. The Competition Act Approval was received in the form of an Advance Ruling Certificate on July 9, 2026. Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, the Transaction is expected to close during the third calendar quarter of 2026. On July 28, 2026, it was announced that Institutional Shareholder Services Inc. has recommended that holders of Class A Shares of Andrew Peller Limited vote FOR the special resolution approving the transaction. On August 5, 2026, Allard, Allard & Associés, a significant shareholder of Andrew Peller Limited, announced its intention to vote against the proposed transaction based on its view that the transaction does not provide fair value to Class A shareholders. Allard, Allard & Associés encourages the Board of Directors and the Special Committee to reconsider the terms of the transaction. It encourages other shareholders to vote against the transaction.
On August 11, 2026, the holders of Class A Shares and Class B Shares of Andrew Peller Limited have approved the transaction. The transaction is expected to become effective on or about August 14, 2026, subject to, among other things, Andrew Peller obtaining a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement (the "Final Order") and the satisfaction or waiver of certain other customary closing conditions. The Final Order hearing is scheduled to take place on August 12, 2026. On August 12, 2026, the Ontario Superior Court Of Justice approved the transaction.
Michael Kogan, Jamie Nagy, and Mike Lauzon of Canaccord Genuity is acting as financial advisor and fairness opinion to the Special Committee of Andrew Peller. Origin is acting as financial advisor and independent valuator to the Special Committee of Andrew Peller. Curtis A. Cusinato, Kristopher R. Hanc and Bronwynn Shaw of Bennett Jones LLP are acting as independent legal advisor to the Special Committee and the Board of Andrew Peller. Janan Paskaran, Jennifer Baugh, and Aleem Merali of Torys LLP is acting as legal advisor to Fairfax. Avington International Markets is acting as financial advisor to the Rollover Shareholders. Walied Soliman, Trevor Zeyl, and Barry N. Segal of Norton Rose Fulbright Canada LLP is acting as legal advisor to the Rollover Shareholders. Loopstra Nixon LLP is acting as legal advisor to Peller Family Enterprises Inc. Computershare Investor Services Inc. acted as depositary to Andrew Peller. PricewaterhouseCoopers LLP acted as auditor and Sodali & Co acted as information agent to Andrew Peller. The Company will pay Sodali & Co fees of up to CAD 125,000 for such services. Computershare Trust Company of Canada acted as transfer agent to Andrew Peller.
Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of Andrew Peller Limited (TSX:ADW.A) from John E. Peller, Peller Family Enterprises Inc. and others on August 14, 2026. As a result of the completion of the Arrangement, the Class A Shares and Class B Shares are expected to be delisted from the Toronto Stock Exchange on or about August 17, 2026.