16 March 2024, Manitoba: Farmers Edge Inc. (“Farmers Edge” or the “Company”) (TSX: FDGE) announced today that the previously announced plan of arrangement pursuant to which 15635594 Canada Inc., a subsidiary of Fairfax Financial Holdings Limited (“FFHL”) will, among other things, acquire all of the outstanding common shares of the Company (each, a “Common Share”), except for: (i) 25,718,393 Common Shares (representing approximately 61.2% of the outstanding Common Shares) held by FFHL, and its affiliates; and (ii) those Common Shares held by the Company’s Chief Executive Officer; for a price of $0.35 in cash per Common Share (the “Arrangement”) was approved by holders of Common Shares (“Shareholders”) at a special meeting of Shareholders held on March 15, 2024 (the “Meeting”).
The Arrangement required approval by the affirmative vote of: (i) at least two-thirds of the votes cast by Shareholders; and (ii) at least a majority of the votes cast by Shareholders excluding those Shareholders whose votes were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), being all Shareholders other than FFHL and certain of its related parties, as well as the Company’s Chief Executive Officer, in each case present in person or represented by proxy at the Meeting.
The Company’s full report of voting results can be found under the Company’s SEDAR+ profile at www.sedarplus.com.
The Company intends to seek a final order of the Court of King’s Bench of Manitoba (the “Court”) to approve the Arrangement at a hearing expected to be held on March 19, 2024. Completion of the Arrangement remains subject to the satisfaction of certain customary closing conditions, including approval of the Court. Subject to the satisfaction or waiver of all of the conditions to the Arrangement, the Arrangement is expected to be completed in March 2024, following which Farmers Edge will no longer be publicly held.
