Andrew Peller to go private at $8 and $12 per share
Andrew Peller Limited announced a plan of arrangement to go private, with Fairfax Financial Holdings Limited acquiring shares for $8.00 per Class A Share and $12.00 per Class B Share. A special meeting of shareholders is scheduled for August 11, 2026, to vote on the transaction.
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Andrew Peller Limited is proceeding with a plan of arrangement to be acquired by Fairfax Financial Holdings Limited, which will take the company private. The transaction, approved by the board of directors, offers shareholders cash consideration of $8.00 per Class A Share and $12.00 per Class B Share. The Ontario Superior Court of Justice (Commercial List) granted an interim order on July 9, 2026, facilitating the process.
Transaction Details
The purchaser, 18013632 Canada Inc., is a newly-formed and wholly-owned subsidiary of Fairfax. The arrangement requires the acquisition of all issued and outstanding Class A and Class B Shares, excluding those held by John Peller and certain affiliates, referred to as Rollover Shareholders. The completion of the arrangement is contingent upon shareholder approval, a final court order, and regulatory clearances.
Shareholder Voting Requirements
Approval of the Arrangement Resolution requires a two-thirds majority vote from both Class A and Class B Shareholders voting together as a single class. Additionally, a simple majority of the votes cast by holders of each class, excluding Rollover Shareholders and those required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, is necessary. The special committee of independent directors unanimously recommends that shareholders vote in favor of the resolution.
Meeting and Proxy Information
The special meeting will be held virtually on August 11, 2026, at 10:00 a.m. (Toronto time). Shareholders of record as of July 6, 2026, are eligible to vote. The board encourages shareholders to vote before the proxy cut-off time of 10:00 a.m. (Toronto time) on August 7, 2026. Meeting materials, including the management information circular, are available on SEDAR+ and the company’s investor relations website.
| Event | Date | Time |
|---|---|---|
| Record Date | July 6, 2026 | — |
| Interim Order Granted | July 9, 2026 | — |
| Proxy Cut-off | August 7, 2026 | 10:00 a.m. |
| Special Meeting | August 11, 2026 | 10:00 a.m. |
Computershare Investor Services Inc. is acting as the depositary for the arrangement. Shareholders seeking assistance with voting or delivering shares can contact the proxy solicitation agent, Sodali & Co.
What strategic changes does Fairfax Financial plan to implement after taking Andrew Peller Limited private?
How will the exclusion of Rollover Shareholders impact the voting outcome at the special meeting?
What regulatory clearances are required, and could any delays affect the transaction timeline?
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