WINNIPEG, MB, March 21, 2024 /CNW/ - Farmers Edge Inc. ("Farmers Edge" or the "Company") (TSX: FDGE) today announced the completion of the previously announced statutory plan of arrangement (the "Arrangement") pursuant to which 15635594 Canada Inc., a subsidiary of Fairfax Financial Holdings Limited ("FFHL"), acquired 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 controlled affiliates; and (ii) Common Shares held by the Company's Chief Executive Officer, for a price of $0.35 in cash per Common Share (the "Arrangement Consideration").
Shareholders who hold their Common Shares in registered form will receive payment of the Arrangement Consideration following the deposit of their Common Share certificate(s), DRS advices or the necessary confirmation of a book-entry transfer and other relevant documents with Computershare Investor Services Inc., the depositary for the Arrangement, in accordance with the instructions contained in the letter of transmittal previously sent to registered Shareholders. Any questions regarding payment of the Arrangement Consideration to registered holders of Common Shares, including any request for an additional copy of the letter of transmittal, should be directed to the depositary via telephone at 1-800-564-6253. Non-registered shareholders should contact their intermediaries, such as brokers, investment dealers, banks, trust companies, clearing agencies or other nominees, for instructions and assistance on how to receive the Arrangement Consideration for their Common Shares.
With the completion of the Arrangement, the Common Shares will be delisted from the Toronto Stock Exchange. The Company has also applied to cease to be a reporting issuer under applicable Canadian securities laws.
Disclaimer
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management's beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "estimates", "outlook", "forecasts", "projection", "prospects", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this news release, which includes, among other things, statements relating to the delisting of the Common Shares from the Toronto Stock Exchange and the Company ceasing to be a reporting issuer under applicable Canadian Securities laws, is necessarily based on a number of opinions, estimates and assumptions that the Company considered appropriate and reasonable as of the date such statements are made in light of its experience, current conditions and expected future developments.
Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company's expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, each of the Company disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.
SOURCE Farmers Edge Inc.
For further information: Farmers Edge Investor Relations: [email protected]; Farmers Edge Media Relations: [email protected]
