Fairfax Financial Holdings Ltd has closed its acquisition of Allied World Assurance Co Holdings AG, a Swiss provider of property, casualty and specialty insurance and reinsurance solutions. The deal, announced late last year, is valued at US$4.9 billion. As a result, Allied World said it would delist its shares from the New York Stock Exchange. Fairfax, a Toronto-based financial holding company, partnered in the acquisition with the Ontario Municipal Employees Retirement System (OMERS), which agreed to invest US$1 billion, and Alberta Investment Management Corp (AIMCo), which agreed to invest US$500 million.
Fairfax Financial Successfully Completes Acquisition of Allied World and Closes Exchange Offer
TORONTO, ONTARIO and ZUG, SWITZERLAND–(Marketwired – July 6, 2017) –
Fairfax Financial Holdings Limited (“Fairfax”) (TSX:FFH)(TSX:FFH.U) and Allied World Assurance Company Holdings, AG (“Allied World”) (NYSE:AWH) announce the successful completion of the acquisition of Allied World and closing of the exchange offer by Fairfax Financial Holdings (Switzerland) GmbH (the “Purchaser”), an indirect subsidiary of Fairfax, for all of the issued and outstanding ordinary shares of Allied World (the “Shares”), which expired at 5:00 p.m. (New York City time) on July 5, 2017.
Continental Stock Transfer & Trust Company, the exchange agent for the offer, has indicated that, as of the expiration of the offer, 84,184,397 Shares (including 6,319,913 Shares tendered by guaranteed delivery) had been tendered into and not properly withdrawn from the offer, representing approximately 96.1% of the outstanding Shares. All Shares that were validly tendered into the offer and not properly withdrawn have been accepted for payment and acquired by the Purchaser. Pursuant to the Agreement and Plan of Merger dated as of December 18, 2016 between Fairfax and Allied World (as amended, the “Merger Agreement”), all conditions to the offer have been satisfied, and Allied World has declared the special cash dividend of $5.00 per Share, without interest, payable to all shareholders that tendered their Shares and to all holders of record as of the close of trading on July 5, 2017 that did not tender their Shares.
Fairfax intends to cause Fairfax (Switzerland) GmbH (“Fairfax Switzerland”), its indirect subsidiary, to effect a squeeze-out merger under Swiss law pursuant to the terms of the Merger Agreement, whereby Allied World will be merged with Fairfax Switzerland with Fairfax Switzerland being the surviving entity (the “Merger”) and thereafter renamed “Allied World Assurance Company Holdings, GmbH.”
As a result of the Merger, each outstanding Share (other than Shares owned by (a) Fairfax or the Purchaser or any other subsidiary of Fairfax or (b) any shareholder of Allied World who is entitled to and properly demands and exercises dissenters’ rights with respect to such Shares pursuant to, and complies in all respects with, the applicable provisions of Swiss law) will, at the effective time of the Merger, be converted into the right to receive (i) $23.00, payable net to the holder thereof in cash, without interest, subject to any withholding taxes required by applicable law, and (ii) 0.057937 of a Fairfax subordinate voting share, which is the same as the consideration payable in the offer.
Allied World also announced today that it intends to voluntarily delist the Shares from the New York Stock Exchange and, provided that the requirements for deregistration are met, in due course, that it intends to subsequently deregister the Shares under the Securities Exchange Act of 1934 (the “Exchange Act”). Allied World also intends to suspend its reporting obligations under the Exchange Act once it is eligible to do so.
Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.
About Allied World
Allied World, through its subsidiaries and brand known as Allied World, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions. Allied World offers superior client service through a global network of offices and branches. All of Allied World’s rated insurance and reinsurance subsidiaries are rated A by A.M. Best Company, A by Standard & Poor’s, and A2 by Moody’s, and our Lloyd’s Syndicate 2232 is rated A+ by Standard & Poor’s and AA- by Fitch.
Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited
Vice President, Corporate Development
Allied World – Media:
Senior Vice President, Marketing & Communications
Allied World – Investors:
Manager, Strategy & Investor Relations
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