Fairfax Financial to Acquire Allied World for $4.9 Billion in Cash and Stock 

• Cash and share offer with dividend for total value of $54.00 per Allied World share – $10.00 in cash and $44.00 in Fairfax Shares
• 18% premium to the last close per Allied World share
• Fairfax has the option to increase the total cash payable to Allied World shareholders by up to $30.00 per Allied World share, for a total of $40.00 cash per Allied World share
• Offer unanimously supported by the Allied World board
• Combination of Allied World and Fairfax creates a world leader in property and casualty insurance, reinsurance and investments

Fairfax Financial Holdings Limited (“Fairfax”) (TSX:FFH)(TSX:FFH.U) and Allied World Assurance Company Holdings, AG (“Allied World”) (NYSE:AWH) are pleased to announce that they have entered into a merger agreement (the “Agreement”), pursuant to which Fairfax will acquire all of the outstanding registered ordinary shares of Allied World (the “Allied World Shares”). Under the terms of the Agreement, based on Friday’s closing stock price on the TSX for Fairfax of C$614.45($460.65), Allied World shareholders would receive a combination of Fairfax subordinate voting shares (the “Fairfax Shares”) and cash equal to $54.00 per Allied World Share, for a total equity value of approximately $4.9 billion. The $54.00 per share offer price represents a premium of 18% to the closing price of $45.77 per Allied World Share on December 16, 2016, being the last business day prior to this announcement. The transaction has been unanimously approved by the boards of directors of both companies.

Allied World’s position as a market-leading global property, casualty and specialty insurer and reinsurer, its major worldwide presence and its disciplined approach to underwriting make it a natural candidate to join Fairfax’s expanding worldwide operations. Allied World’s growing international reach is highly complementary to Fairfax’s existing worldwide operations and the acquisition further diversifies Fairfax’s group risk portfolio. In addition, Allied World will be able to leverage Fairfax’s expertise in Canada, the United States and international insurance and reinsurance markets, thus enhancing Allied World’s global product offering and providing it with expanded underwriting opportunities and support.

“We are excited to have Allied World join the Fairfax group,” said Prem Watsa, Chairman and CEO of Fairfax. “Allied World is a high-quality company with an excellent long-term track record and an outstanding management team led by Scott Carmilani. Allied World will operate within the Fairfax group on a decentralized basis after closing, and we are looking forward to supporting Scott and the entire team at Allied World in growing their business over the long-term.”

“This is a tremendous opportunity for Allied World,” said Scott Carmilani, President, CEO and Chairman of Allied World. “Our shareholders are being rewarded for the strong performance of Allied World over the last 10 years since going public. We are strategically aligning ourselves with Fairfax, one of the premier companies in the insurance industry which has a great track record of supporting their operating companies and creating value for shareholders. We are excited to be joining the Fairfax organization – we share their passion for underwriting excellence and their entrepreneurial approach to growing the business with a long-term orientation. Our shareholders will benefit from Fairfax’s tremendous investment capabilities as demonstrated by its superior long-term investment track record. The success of Fairfax’s decentralized approach in empowering their management teams to drive profitable underwriting and combining Fairfax’s investment philosophy will position us to create long-term value for shareholders. Fairfax provides a great home for Allied World to continue to build a strong business for our customers, business partners and employees.”

Transaction Summary

Under the terms of the Agreement, Allied World shareholders will receive cash consideration of $10.00 for each Allied World Share, $5.00 of which will be paid in the form of a pre-closing cash dividend by Allied World. A portion of the stock consideration, having a value of $14.00 based on the closing price of Fairfax Shares as of December 16, 2016 (the “Fairfax Closing Price”), is payable at a fixed exchange ratio of 0.030392. The remaining portion of the stock consideration to Allied World will be a number of Fairfax Shares with a value equal to $30.00, with such number of Fairfax Shares determined based on the volume weighted average closing price of Fairfax Shares for the 20 trading days ending on the day prior to closing (provided that this volume weighted average price is no less than $435.65 and no greater than $485.65 per share, $25.00 below and above the Fairfax Closing Price, respectively). If the volume weighted average price of Fairfax Shares during this period is above $485.65, the stock portion of the consideration will be fixed at 0.061772 Fairfax Shares for each share of Allied World, and if it is below $435.65 per share, the stock portion of the consideration will be fixed at 0.068862 Fairfax Shares for each share of Allied World. Additionally, on or before 75 days after the date of the Agreement, Fairfax has the option to replace on a dollar-for-dollar basis this portion of the stock consideration with cash in an amount up to $30.00 per Allied World Share, together with the dividend, for up to a total cash consideration of $40.00 per Allied World Share. Fairfax may elect to fund the $30.00 in cash by an equity or debt issuance or by bringing in third party partners.

It is intended that the transaction will be effected by way of an exchange offer (the “Offer”), followed by a squeeze-out merger (the “Merger”), both in accordance with the applicable laws.

The transaction is subject to a sufficient number of the outstanding Allied World Shares having been tendered in the Offer, approval by Allied World shareholders and, to the extent required by applicable regulations, Fairfax shareholders, approvals from applicable regulators and satisfaction of other customary closing conditions. Closing of the transaction is currently expected to occur in the second quarter of 2017.

In accordance with section 611(c) of the Toronto Stock Exchange (“TSX”) Company Manual, the transaction will require the approval of Fairfax shareholders by a majority vote since the Fairfax Shares issued in the transaction will exceed 25% of the total number of outstanding Fairfax Shares (assuming Fairfax does not exercise its option to replace part of the share consideration with cash). Prem Watsa, Fairfax’s Chairman and CEO, and The Sixty Two Investment Company Limited (“Sixty Two”), a company controlled by Prem Watsa, who collectively hold an aggregate voting interest in Fairfax of approximately 43%, have signed a voting support agreement in favour of the Fairfax share issuance necessary in connection with the transaction. Fairfax intends to seek written consents from other shareholders of Fairfax that, together with the votes represented by the shares held by Prem Watsa and Sixty Two, represent more than 50% of the votes attached to all multiple and subordinate voting shares of Fairfax and will request that the TSX accept these written consents to support the transaction as evidence of shareholder approval and not require Fairfax to hold a shareholders’ meeting to approve the issuance of Fairfax Shares in connection with the transaction. In the event that Fairfax is unable to proceed by written consent, a meeting of Fairfax shareholders will be convened to approve the share issuance.

The Offer documents will be made available on Fairfax’s website at www.fairfax.ca and will also be available on EDGAR at www.sec.gov. Further information regarding the transaction, including a copy of the Agreement, will be available on Fairfax’s website at www.fairfax.ca, on Allied World’s website at www.awac.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

BofA Merrill Lynch is acting as exclusive financial advisor to Allied World. Fairfax retained Shearman & Sterling LLP as United States legal counsel, Torys LLP as Canadian legal counsel and Homburger AG as Swiss legal counsel. Willkie Farr & Gallagher LLP is acting as United States legal counsel to Allied World and Baker & McKenzie LLP and Walder Wyss Ltd are acting as Swiss legal counsel to Allied World.

Conference Call Information

Fairfax and Allied World will hold a joint conference call to discuss the Offer at 8 a.m. Eastern time on Monday, December 19, 2016. The call, consisting of a joint presentation by Fairfax and Allied World followed by a question period, may be accessed at 1-888-996-4915 (Canada or U.S.) or 1-210-234-0014 (International) with the passcode “FAIRFAX”. A replay of the call will be available from shortly after the termination of the call until 5:00 p.m. Eastern time on January 9, 2017. The replay may be accessed at 1-866-427-6404 (Canada or U.S.) or 1-203-369-0894 (International).

Source: Fairfax

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