Announcement • Apr 13
Nebraska Court Decides in Favour of Farmers Edge Farmers Edge Inc. announced that the United States District Court for the District of Nebraska has ruled in favour of Farmers Edge in a patent infringement suit brought by AGI SureTrack, LLC (formerly Farmobile, LLC) (“AGI”). The lawsuit, filed by AGI in November, 2021 sought damages and an injunction against the Company for infringement of certain claims in AGI’s U.S. Patents. The court ruled that five patents asserted by AGI purporting to relate to precision agriculture technology are invalid. This decision reflects Farmers Edge’s unwavering dedication to defending its innovation and the integrity of its process. Farmers Edge was represented by Kirkland & Ellis LLP. Announcement • Mar 22
Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of a remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE). Fairfax Financial Holdings Limited (TSX:FFH) made a non-binding proposal to acquire remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE) CAD 4.9 million on November 16, 2023. Fairfax Financial Holdings Limited entered into a letter of intent to acquire remaining 38.6% stake in Farmers Edge Inc. on January 8, 2024. Fairfax Financial Holdings Limited entered into an arrangement agreement to acquire remaining 38.8% stake in Farmers Edge Inc. on January 22, 2024. As per letter of intent, Fairfax Financial revised the offer to CAD 0.35 per share payable in cash. Fairfax would acquire all of the common shares of Farmers Edge it does not already own for CAD 0.25 per share. The transaction will be financed by cash on hand of Fairfax. Fairfax, through certain of its controlled affiliates, currently owns approximately 61.2% of Farmers Edge’s share. Following completion of the Transaction, the Company expects to be de-listed from the Toronto Stock Exchange and to cease to be a reporting issuer in all provinces and territories of Canada.
The proposal is subject to finalization of definitive documentation and minority approval, regulatory, court and/or stock exchange approvals, Farmers Edge shareholders’ approval and certain other customary closing conditions. Shareholders of Farmers Edge do not need to take any action at this time in respect of the proposal from Fairfax and should await further information and guidance from the Independent Committee and the Board. Completion of the Transaction is not subject to any financing condition. The signing of the arrangement agreement followed the unanimous recommendation of the special committee (the “Special Committee”) of independent directors of the Board. Farmers Edge expects to hold a special meeting (the “Special Meeting”) of its shareholders to approve the transaction on or around March 12, 2024. As of January 22, 2024, the transaction is expected to close in the first quarter of 2024. As of March 15, 2024, the Farmers Edge shareholders approved the transaction. The Company intends to seek a final order of the Court of King’s Bench of Manitoba (the “Court”) to approve the Arrangement at a hearing expected to be held on March 19, 2024. As of March 19, 2024, final order of the Court of King’s Bench of Manitoba has been obtained. The arrangement is expected to be completed in March 2024. The transaction is expected to be completed on or about March 21, 2024.
BMO Capital Markets acted as financial and fairness opinion provider to Farmers Edge. Goodmans LLP acted as legal advisor to the Independent Committee and McCarthy Tétrault LLP acted as legal advisor to the Farmers Edge. David Chaikof, Janan Paskaran, Jon McDonald, Donald Baker and Logan Orr of Torys LLP acted as legal advisor to Fairfax.
Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of a remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE) on March 21, 2024. Announcement • Mar 20
Farmers Edge's Common Shares to Delist from Toronto Stock Exchange Farmers Edge Inc. announced that it has obtained a final order of the Court of King's Bench of Manitoba approving the previously announced statutory plan of arrangement (the "Arrangement") pursuant to which 15635594 Canada Inc., a subsidiary of Fairfax Financial Holdings Limited ("FFHL") will, among other things, acquire all of the outstanding common shares of the Company (each, a "Common Share"), except for: (i) 25,718,393 Common Shares (representing approximately 61.2% of the outstanding Common Shares) held by FFHL, and its affiliates; and (ii) those Common Shares held by the Company's Chief Executive Officer; for a price of $0.35 in cash per Common Share. Completion of the Arrangement remains subject to the satisfaction of certain customary closing conditions. The Arrangement is expected to be completed on or about March 21, 2024, following which Farmers Edge will no longer be publicly held and the Common Shares will be delisted from the Toronto Stock Exchange. 
