Andrew Peller completes going private transaction with Fairfax

Torys acted as counsel to Fairfax Financial with a team that included Janan Paskaran, Jennifer Baugh and Aleem Merali (corporate/M&A), Teresa Reguly and Chantalle Briggs (food regulatory), Jennifer Lennon (employment compensation), Andrew Gray (securities regulatory) and John Tobin and Benjamin Mann (tax).

On August 14, 2026, Andrew Peller Limited (“Andrew Peller”) announced the completion of its previously announced definitive arrangement agreement with 18013632 Canada Inc., a newly-formed and wholly-owned subsidiary (the “Purchaser”) of Fairfax Financial Holdings Limited (“Fairfax”).

Pursuant to the arrangement agreement, announced on June 15, 2026, the transaction was implemented by way of a plan of arrangement under the Canada Business Corporations Act through which the Purchaser acquired 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 exchanged 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. As part of the arrangement, Andrew Peller amalgamated with the Purchaser to form Andrew Peller Limited / Andrew Peller Limitee ("Amalco").

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.