Farmers Edge Announces Fairfax Privatization Offer
18 November 2023, Manitoba: Farmers Edge Inc. (“Farmers Edge” or the “Company”) (TSX: FDGE) today announced that its board of directors (the “Board”) has received a non-binding proposal from its majority shareholder, Fairfax Financial Holdings Limited (“Fairfax”), by which Fairfax would acquire all of the common shares of the Company it does not already own for $0.25 per share. Fairfax’s proposal is subject to, among other things, negotiation and finalization of definitive documentation in respect of such proposal.
The Board has formed a special committee of independent directors (the “Independent Committee”) to evaluate the proposal from Fairfax and to explore potential alternatives, including maintaining the status quo, and to make recommendations in that regard to the Board. There is no set timetable with respect to the Independent Committee’s review, and the Company does not expect to make further public comment regarding these matters unless and until the Independent Committee approves a specific action or otherwise concludes its review.
Shareholders of the Company do not need to take any action at this time in respect of the proposal from Fairfax and should await further information and guidance from the Independent Committee and the Board.
Fairfax, through certain of its controlled affiliates, currently owns approximately 61.4% of the Company’s shares and as a result, Fairfax is a “related party” of the Company for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As such, any offer from Fairfax will be subject to the minority approval and formal valuation requirements of 61-101. The special committee is in the process of retaining independent advisors, including for the purposes of preparing a formal valuation.
The Company’s discussions with Fairfax are at a preliminary stage, and no decision has been made by the Company as to any potential transaction. There can be no assurance that any transaction will take place and no timetable has been set for completion of any transaction.
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