/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Oct. 1, 2024
/CNW/ - Sleep Country Canada Holdings Inc. ("Sleep Country" or
the "Company") (TSX: ZZZ) is pleased to announce the successful
completion of the previously announced plan of arrangement under
section 192 of the Canada Business Corporations Act (the
"Arrangement"), pursuant to which 16133258 Canada Inc., a
newly-formed and wholly-owned subsidiary of Fairfax Financial
Holdings Limited ("Fairfax") (TSX: FFH) (TSX: FFH.U) has acquired
all of the issued and outstanding common shares of Sleep Country
for $35.00 in cash per common
share.
As previously announced, shareholders of Sleep Country
overwhelmingly approved the Arrangement at a special meeting of
shareholders held on September 18,
2024. Sleep Country obtained a final order from the Ontario
Superior Court of Justice (Commercial List) in respect of the
Arrangement on September 25,
2024.
In connection with the closing of the Arrangement, Sleep
Country's common shares will be de-listed from the Toronto Stock
Exchange (the "TSX") shortly following the completion of the
Arrangement. Fairfax also intends to cause Sleep Country to apply
to cease to be a reporting issuer under applicable Canadian
securities laws.
Full details of the Arrangement and certain other matters are
set out in Sleep Country's management proxy circular dated
August 16, 2024 (the "Circular")
which has been filed under its issuer profile on SEDAR+ at
www.sedarplus.ca.
Forward-Looking Information
Certain information in this news release contains
forward-looking information and forward-looking statements, which
reflect our current view with respect to anticipated events as well
as the Company's objectives, plans, goals, strategies, outlook,
results of operations, financial and operating performance,
prospects and opportunities. Wherever used, the words "may",
"will", "anticipate", "intend", and similar expressions, identify
forward-looking information and forward-looking statements.
Forward-looking information herein includes statements regarding:
the de-listing of the Company's common shares from the TSX,
Fairfax's intention to cause the Company to apply to cease to be a
reporting issuer; and other statements that are not historical
facts. Forward-looking information and forward-looking statements
should not be read as guarantees of future events, performance or
results, and will not necessarily be accurate indications of
whether, or the times at which, such events, performance or results
will be achieved. All the information in this news release
containing forward-looking information or forward-looking
statements is qualified by these cautionary statements.
Forward-looking information and forward-looking statements are
based on information available to Sleep Country at the time they
are made, underlying estimates, opinions and assumptions made by
Sleep Country and management's current good faith belief with
respect to future strategies, prospects, events, performance and
results, and are subject to inherent risks and uncertainties
surrounding future expectations generally. Such risks and
uncertainties include, but are not limited to, those described in
the Circular, as well as the Company's management's discussion and
analysis ("MD&A") for Q2 2024 under the sections "Risk Factors"
and those described in the Company's 2023 annual information form
(the "AIF") filed on March 6, 2024,
both of which can be accessed under the Company's issuer profile on
SEDAR+ at sedarplus.ca. Additional risks and uncertainties not
presently known to the Company or that the Company currently
believes to be less significant may also adversely affect the
Company.
The Company cautions that the list of risk factors and
uncertainties described above and in the Circular, the MD&A for
Q2 2024 and the AIF are not exhaustive and that should certain
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual strategies, prospects, events,
performance and results may vary significantly from those expected.
There can be no assurance that the actual strategies, prospects,
results, performance, events or activities anticipated by the
Company will be realized or even if substantially realized, that
they will have the expected consequences to, or effects on, the
Company. Readers are urged to consider the risks, uncertainties,
and assumptions carefully in evaluating the forward-looking
information and forward-looking statements and are cautioned not to
place undue reliance on such information and statements.
The Company does not undertake to update any such
forward-looking information or forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by applicable laws.
About Sleep Country
Sleep Country is Canada's leading specialty sleep retailer with
a purpose to transform lives by awakening Canadians to the power of
sleep. Sleep Country operates under the retailer banners; Sleep
Country Canada, Dormez-vous, the rest, Endy, Silk & Snow, Hush
and Casper Canada. The Company has
omnichannel and eCommerce operations, including 307 corporate-owned
stores and 18 warehouses across Canada. Recognized as one of
Canada's Most Admired Corporate Cultures in 2022 by Waterstone
Human Capital, Sleep Country is committed to building a company
culture of inclusion and diversity where differences are embraced
and valued. The Company actively invests in its sleep ecosystem,
innovative products, world-class customer experience, communities
and its people. Sleep Country's head office is located at 7920
Airport Rd., Brampton, Ontario L6T
4N8. For more information about Sleep Country, please visit
https://ir.sleepcountry.ca.
About Fairfax
Fairfax is a holding company which, through its subsidiaries, is
primarily engaged in property and casualty insurance and
reinsurance and the associated investment management. Fairfax's
head office is located at 95 Wellington Street West, Suite 800,
Toronto, Ontario M5J 2N7. For
further information, please contact: John
Varnell, Vice President, Corporate Development at (416)
367-4941.
An early warning report will be filed by Fairfax in accordance
with applicable Canadian securities laws and will be available on
SEDAR+ at www.sedarplus.ca or may be obtained directly from Fairfax
upon request by contacting Fairfax at the telephone number and
address listed above. Fairfax is providing the information above
pursuant to the early warning requirements of applicable Canadian
securities laws.
SOURCE Sleep Country Canada Holdings Inc. Investor Relations