Fairfax Commences Tender Offer for Minority Stake in Odyssey Re for $65 Per Share in Cash
23 Septiembre 2009 - 4:28PM
Marketwired
(Note: All dollar amounts in this press release are expressed in
U.S. dollars.)
Fairfax Financial Holdings Limited (TSX: FFH)(NYSE: FFH)
announced that it has commenced, through a wholly owned subsidiary,
the previously announced tender offer for all of the outstanding
shares of common stock of Odyssey Re Holdings Corp. ("Odyssey Re")
(NYSE: ORH) that Fairfax does not currently own for $65 in cash per
share.
Fairfax and Odyssey Re announced on September 18, 2009 the
signing of a definitive merger agreement that has been approved by
the Board of Directors of Odyssey Re, following the recommendation
of the Special Committee of Independent Directors of its Board. The
Odyssey Re Board has resolved to recommend that Odyssey Re minority
stockholders tender their shares pursuant to the offer.
The offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, on October 21, 2009, unless the offer
is extended. In addition to customary conditions, the offer is
irrevocably subject to there having been validly tendered and not
withdrawn a majority of the outstanding Odyssey Re shares that are
held by stockholders that are not affiliated with Odyssey Re
(including Fairfax and its subsidiaries and the directors and
executive officers of each of Odyssey Re and Fairfax). The offer is
not subject to a financing condition. Promptly after the tender
offer is completed, Fairfax intends to consummate a second-step
merger pursuant to which non-tendering holders of Odyssey Re common
stock would be entitled to receive the price per share paid by
Fairfax in the offer.
BofA Merrill Lynch is the Dealer Manager and Innisfree M&A
Incorporated is the Information Agent for the offer.
Fairfax Financial Holdings Limited is a financial services
holding company which, through its subsidiaries, is engaged in
property and casualty insurance and reinsurance and investment
management.
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell Odyssey Re common stock. Odyssey Re stockholders are
advised to read the combined Tender Offer Statement on Schedule TO
and Transaction Statement on Schedule 13E-3, the Offer to Purchase,
Odyssey Re's Solicitation/Recommendation Statement on Schedule
14D-9 and other documents relating to the tender offer that have
been or will be filed with the SEC and securities regulatory
authorities in Canada because they contain important information.
Anyone may obtain copies of these documents when available for free
at the SEC's website at www.sec.gov and at the Canadian Securities
Administrators' website at www.sedar.com, or by calling Innisfree
M&A Incorporated, the Information Agent for the offer, toll
free at 1-877-750-9499.
This press release include certain forward-looking statements.
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 to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors include, but are not limited to the risks and uncertainties
described in our most recently issued Annual Report which is
available at www.fairfax.ca and in our Base Shelf Prospectus (under
"Risk Factors") filed with the securities regulatory authorities in
Canada and the United States, which is available on SEDAR and
EDGAR. Fairfax disclaims any intention or obligation to update or
revise any forward-looking statements, except as required by
law.
Contacts: Fairfax Financial Holdings Limited Greg Taylor, Chief
Financial Officer (416) 367-4941 Media Contact: Fairfax Financial
Holdings Limited Paul Rivett, Chief Legal Officer (416)
367-4941
Fairfax (NYSE:FFH)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Fairfax (NYSE:FFH)
Gráfica de Acción Histórica
De May 2023 a May 2024