Fairfax Financial Holdings Limited (TSX:FFH) made a non-binding proposal to acquire remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE) CAD 4.9 million on November 16, 2023. Fairfax Financial Holdings Limited entered into a letter of intent to acquire remaining 38.6% stake in Farmers Edge Inc. on January 8, 2024. Fairfax Financial Holdings Limited entered into an arrangement agreement to acquire remaining 38.8% stake in Farmers Edge Inc. on January 22, 2024. As per letter of intent, Fairfax Financial revised the offer to CAD 0.35 per share payable in cash. Fairfax would acquire all of the common shares of Farmers Edge it does not already own for CAD 0.25 per share. The transaction will be financed by cash on hand of Fairfax. Fairfax, through certain of its controlled affiliates, currently owns approximately 61.2% of Farmers Edge?s share. Following completion of the Transaction, the Company expects to be de-listed from the Toronto Stock Exchange and to cease to be a reporting issuer in all provinces and territories of Canada.

The proposal is subject to finalization of definitive documentation and minority approval, regulatory, court and/or stock exchange approvals, Farmers Edge shareholders? approval and certain other customary closing conditions. Shareholders of Farmers Edge 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. Completion of the Transaction is not subject to any financing condition. The signing of the arrangement agreement followed the unanimous recommendation of the special committee (the ?Special Committee?) of independent directors of the Board. Farmers Edge expects to hold a special meeting (the ?Special Meeting?) of its shareholders to approve the transaction on or around March 12, 2024. As of January 22, 2024, the transaction is expected to close in the first quarter of 2024. As of March 15, 2024, the Farmers Edge shareholders approved the transaction. 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. As of March 19, 2024, final order of the Court of King?s Bench of Manitoba has been obtained. The arrangement is expected to be completed in March 2024. The transaction is expected to be completed on or about March 21, 2024.

BMO Capital Markets acted as financial and fairness opinion provider to Farmers Edge. Goodmans LLP acted as legal advisor to the Independent Committee and McCarthy Tétrault LLP acted as legal advisor to the Farmers Edge. David Chaikof, Janan Paskaran, Jon McDonald, Donald Baker and Logan Orr of Torys LLP acted as legal advisor to Fairfax. Computershare Investor Services Inc acted as depository to Farmers Edge in the transaction.

Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of a remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE) on March 21, 2024.