Fairfax Announces Results of Successful Tender Offer for Shares of Common Stock of Odyssey Re
October 22 2009 - 8:35AM
Marketwired
(Note: All dollar amounts in this press release are expressed in
U.S. dollars.)
Fairfax Financial Holdings Limited ("Fairfax") (TSX: FFH)(NYSE:
FFH) announced that its wholly-owned subsidiary has accepted for
payment all of the shares of common stock ("Shares") of Odyssey Re
Holdings Corp. ("Odyssey Re") (NYSE: ORH) validly tendered in
response to the previously announced tender offer for all the
outstanding Shares not already owned by Fairfax, and that payment
for such Shares will be made promptly in accordance with the terms
of the offer. The tender offer expired at 12:00 midnight, New York
City time, on Wednesday, October 21, 2009.
The depositary for the tender offer advised Fairfax that as of
the expiration of the tender offer, a total of 14,335,361 Shares
had been tendered, which includes 967,013 Shares subject to
guaranteed delivery. The tendered Shares represent approximately
89% of the outstanding Shares not owned by Fairfax and satisfies
the non-waivable majority of minority condition to the tender
offer. Stockholders who have tendered their Shares will promptly
receive $65.00 per Share. Upon purchase of the tendered shares,
Fairfax will own approximately 97% of the 58,450,127 outstanding
Shares.
"We are pleased that Odyssey Re minority stockholders supported
this transaction," said Prem Watsa, Chairman and CEO of Fairfax.
Mr. Watsa added, "As previously announced, there will be no changes
in Odyssey Re's strategic or operating philosophy. Under the
excellent leadership of Andy Barnard, President and CEO, Odyssey Re
will continue to operate its business exactly as it has always been
run."
As soon as practicable following purchase of the tendered
shares, Fairfax will cause a wholly-owned subsidiary to complete a
short-form merger with and into Odyssey Re. No vote of Odyssey Re
stockholders is required in connection with the merger. As a result
of the merger, all shares of Odyssey Re's common stock held by the
remaining minority stockholders of Odyssey Re will be cancelled
and, subject to appraisal rights under Delaware law, converted into
the right to receive $65.00 per share in cash. Following the
merger, it is expected that Odyssey Re's common stock will cease to
be traded on the New York Stock Exchange.
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 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
are 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)
Historical Stock Chart
From Oct 2024 to Nov 2024
Fairfax (NYSE:FFH)
Historical Stock Chart
From Nov 2023 to Nov 2024