Andrew Peller enters into definitive agreement to be acquired by Fairfax

On June 15, 2026, Andrew Peller Limited (“Andrew Peller”) announced that it entered into a definitive arrangement agreement with a newly-formed and wholly-owned subsidiary (the “Purchaser”) of Fairfax Financial Holdings Limited (“Fairfax”).

Pursuant to the arrangement agreement, the transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act through which the Purchaser will acquire all of the issued and outstanding Class A non-voting shares and Class B voting shares of Andrew Peller (other than the Rollover Shares) for cash consideration of C$8.00 per Class A share and C$12.00 per Class B share, representing an aggregate fully diluted equity value of approximately C$397 million and C$579 million on an enterprise value basis.

In connection with the transaction, John Peller and certain affiliates (collectively, the “Rollover Shareholders”) entered into an equity rollover agreement with the Purchaser, pursuant to which they agreed to exchange all 5,246,517 Class A shares and 1,994,212 Class B shares beneficially owned and controlled by the Rollover Shareholders (the "Rollover Shares") for shares in the capital of the Purchaser or an affiliate thereof. The Rollover Shares represent approximately 15% of the issued and outstanding Class A shares and approximately 25% of the issued and outstanding Class B shares.

Completion of the transaction is subject to customary conditions, including, among others, court approval, regulatory approvals and the requisite approval of the shareholders present in person or represented by proxy at the special meeting of shareholders to be held to consider the transaction.

At the meeting, the transaction requires approval by: (i) not less than 66 2/3% of the votes cast by Class A shareholders and Class B shareholders (voting separately); and (ii) a majority of the votes cast by each Class (excluding the shares held by Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). Subject to the satisfaction of all conditions, the transaction is expected to close during the third quarter of 2026.

Following completion of the transaction, it is expected that the Class A shares and the Class B shares will be delisted from the TSX and that Andrew Peller will cease to be a reporting issuer in all applicable Canadian jurisdictions.

Further information can be found on Globe Newswire’s website.

Andrew Peller is one of Canada’s leading producers and marketers of quality wines and craft beverage alcohol products. It owns and operates 101 well-positioned independent retail locations in Ontario under The Wine Shop, Wine Country Vintners, and Wine Country Merchants store names. It also operates Andrew Peller Import Agency and The Small Winemaker’s Collection Inc., importers and marketing agents of premium wines from around the world.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.