OdysseyRe Receives Acquisition Proposal from Fairfax
08 Septiembre 2009 - 7:13AM
Business Wire
Odyssey Re Holdings Corp. (“OdysseyRe”) (NYSE: ORH) confirmed
that it received on September 4, 2009 an unsolicited proposal from
Fairfax Financial Holdings Limited (“Fairfax”) (TSX and NYSE: FFH)
to acquire all of the outstanding shares of common stock of
OdysseyRe that it does not currently own for $60 per share in cash.
Fairfax currently owns approximately 72.6% of all outstanding
shares of common stock of OdysseyRe. Fairfax publicly announced on
September 4, 2009 its proposal and its intention to issue new
equity in a public offering to finance the proposal.
OdysseyRe also confirmed that Fairfax had previously advised the
board of directors of OdysseyRe that it wished to explore a
potential acquisition and that the board had appointed a special
committee composed solely of independent directors to review and
consider any and all Fairfax proposals. No decisions whatsoever
have been made by the special committee at this time with respect
to its response, if any, to the Fairfax proposal. There can be no
assurance that any agreement will be executed with Fairfax or that
any transaction will be approved or consummated. The special
committee has engaged Simpson Thacher & Bartlett LLP as its
independent legal counsel and Sandler O’Neill & Partners, L.P.
as its independent financial advisor to assist it with its review
and evaluation of the proposal. Fairfax has advised OdysseyRe that
its sole interest is in acquiring the shares of common stock of
OdysseyRe that it does not already own and that it has no interest
in disposing of its controlling interest in OdysseyRe.
This press release is not a solicitation of a proxy, an offer to
purchase or a solicitation of an offer to sell shares of OdysseyRe,
and is not a substitute for any proxy statement,
solicitation/recommendation statement or any other filing that may
be required to be made with the Securities and Exchange Commission
if the proposed transaction goes forward. OdysseyRe stockholders
and other interested parties are urged to read any such documents
that are filed with the Securities and Exchange Commission because
those documents will contain important information. Stockholders
will be able to receive such documents free of charge at the SEC's
web site, www.sec.gov, or in the Investor Info section of the
OdysseyRe website, www.odysseyre.com, or from OdysseyRe at 300
First Stamford Place, Stamford, Connecticut 06902.
Odyssey Re Holdings Corp. is a leading worldwide underwriter of
property and casualty treaty and facultative reinsurance, as well
as specialty insurance. OdysseyRe operates through its
subsidiaries, Odyssey America Reinsurance Corporation, Hudson
Insurance Company, Hudson Specialty Insurance Company, Clearwater
Insurance Company, Newline Underwriting Management Limited, Newline
Asia Services Pte. Ltd., and Newline Insurance Company Limited. The
Company underwrites through offices in the United States, London,
Paris, Singapore, Toronto and Mexico City. Odyssey Re Holdings
Corp. is listed on the New York Stock Exchange under the symbol,
“ORH”.
Certain statements contained herein may constitute
forward-looking statements and are made pursuant to the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. 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 OdysseyRe to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the possibility
that the Fairfax proposal could be withdrawn, rejected, or unable
to be consummated because of various contingencies, including, but
not limited to, the outcome of any legal proceedings that may be
instituted against OdysseyRe and/or others relating to the proposed
transaction, the effect of the announcement on OdysseyRe’s customer
relationships, operating results and business generally and
downturns in economic conditions generally, OdysseyRe’s business or
the state of the financial, credit or stock markets. Additional
information on other important potential risks and uncertainties
not discussed herein may be found in OdysseyRe’s filings with the
Securities and Exchange Commission including its Annual Report on
Form 10-K for the year ended December 31, 2008. Consider these
factors carefully in evaluating the forward-looking statements.
Except as otherwise required by federal securities laws, we
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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