Transaction|January 10, 2012
Fairfax Financial completes acquisition of Prime Restaurants
Torys acted as counsel to Fairfax Financial with a team that included David Chaikof, Glen Johnson, Robbie Leibel, Adam Armstrong, Alison Harnick, Omar Wakil, John Cameron, Andrew Gray, Natasha Banka, Reesha Hosein, Miranda Callaghan, Will Hooper and Ingrid VanderElst.
On November 21, 2011 Prime Restaurants Inc. (TSX: EAT) (Prime) announced that it received an offer from Fairfax Financial Holdings Limited (Fairfax) to acquire of all of the issued and outstanding class A limited voting shares and restricted share units (RSUs) of Prime by way of a plan of arrangement (the Fairfax Offer). The Fairfax Offer was solicited by Prime during the "go-shop" period permitted under its agreement with Cara Operations Limited (Cara). The total consideration payable by Fairfax was approximately C$71 million, equivalent to C$7.75 per share or RSU. Under the Fairfax Offer, shareholders would receive C$7.50 per share in cash from Fairfax. In addition, Fairfax would pay approximately C$2.2 million to Prime to be used for paying certain expenses associated with the Fairfax Offer including the termination payment to Cara, with any remainder available to be distributed to shareholders as a special dividend. The amount of the special dividend to be paid, if any, could not exceed C$0.25 per share.
On November 28, 2011, Prime announced that it terminated the acquisition agreement between Cara and Prime and has entered into an acquisition agreement with Fairfax. Additionally, Prime announced that it entered into a settlement agreement with Cara, Fairfax and certain executive officers of Prime pursuant to which the parties have agreed to a full and mutual release of all obligations relating to the Cara Agreement and Cara's proposed acquisition of Prime.
On January 10, 2012, Fairfax completed its acquisition of Prime. Prime Shareholders received C$7.50 per share in cash from Fairfax and a special dividend in the amount of C$0.08 per share from Prime.
Fairfax Financial Holdings is a financial services holding company that is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
Prime Restaurants of Canada operates and franchises a portfolio of brands of casual dining restaurants and premium pubs. Prime franchises and operates three brands under the name of East Side Mario's and Casey's, as well as pubs identified under names, such as Fionn MacCool's and D'Arcy McGee's.
Further information can be found on the Prime's website.
On November 28, 2011, Prime announced that it terminated the acquisition agreement between Cara and Prime and has entered into an acquisition agreement with Fairfax. Additionally, Prime announced that it entered into a settlement agreement with Cara, Fairfax and certain executive officers of Prime pursuant to which the parties have agreed to a full and mutual release of all obligations relating to the Cara Agreement and Cara's proposed acquisition of Prime.
On January 10, 2012, Fairfax completed its acquisition of Prime. Prime Shareholders received C$7.50 per share in cash from Fairfax and a special dividend in the amount of C$0.08 per share from Prime.
Fairfax Financial Holdings is a financial services holding company that is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
Prime Restaurants of Canada operates and franchises a portfolio of brands of casual dining restaurants and premium pubs. Prime franchises and operates three brands under the name of East Side Mario's and Casey's, as well as pubs identified under names, such as Fionn MacCool's and D'Arcy McGee's.
Further information can be found on the Prime's website.