Farmers Edge completes plan of arrangement
Torys acted as counsel to Fairfax Financial with a team that included David Chaikof, Janan Paskaran, Jon McDonald, Donald Baker and Logan Orr (corporate/securities), Tyrel Henderson (financing), Andrew Gray (plan of arrangement), John Tobin (tax).
On March 21, 2024, Farmers Edge Inc. ("Farmers Edge") announced the completion of the previously announced statutory plan of arrangement pursuant to which 15635594 Canada Inc., a newly-formed subsidiary of Farmers Edge majority shareholder Fairfax Financial Holdings Limited ("Fairfax "), acquired all of the outstanding common shares of Farmers Edge at a purchase price of C$0.35 per share, except for:
- 25,718,393 common shares (representing approximately 61.2% of the outstanding shares) held by Fairfax and its controlled affiliates; and
- common shares held by the Chief Executive Officer of Farmers Edge, for a price of C$0.35 in cash per share.
The arrangement, announced on January 22, 2024 after unanimous recommendation of the special committee of independent directors of the Board, was the culmination of negotiations which took place following the receipt of an initial proposal from Fairfax on November 16, 2023 to the board of directors of Farmers Edge offering C$0.25 per common share and an announcement on January 8, 2024 that a letter of intent had been signed by Farmers Edge and Fairfax.
Effected by way of a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act., the transaction obtained a final order of the Court of King's Bench of Manitoba approving the transaction on March 19, 2024.
Further information can be found on Canada Newswire’s website and on farmersedge.ca.
Farmers Edge is a global leader in digital agriculture, revolutionizing the industry with a broad portfolio of proprietary technological innovations, spanning hardware, software, and services.
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.