Transaction|April 17, 2019

AGT Food and Ingredients completes plan of arrangement

Torys acted as counsel to Fairfax Financial with a team that included David Chaikof, Janan Paskaran, Heding Yang, Michele Cousens and Jon McDonald (corporate/M&A), John Tobin (tax), David Kolesar and Tyrel Henderson (financing), Omar Wakil, Ian Li and Rebecca Wagner (competition).

On December 4, 2018, AGT Food and Ingredients Inc. ("AGT") announced that it entered into an arrangement agreement, under the Business Corporations Act (Ontario), pursuant to which a group of investors led by President and Chief Executive Officer, Murad Al-Katib, and which included Fairfax Financial Holdings Limited and Point North Capital Inc. (the "Buyer Group"), would indirectly acquire all of the issued and outstanding common shares of AGT not already held by the Buyer Group for C$18.00 per share in cash.

In light of the composition of the Buyer Group, a Special Committee, comprised entirely of the directors of AGT who are independent of management and other representatives of the Buyer Group, conducted all negotiations of the transaction on behalf of the company. After receiving advice from independent financial and legal advisors, the Special Committee unanimously recommended that the Board of Directors approve the transaction and recommended that AGT's shareholders (other than members of the Buyer Group) approve the transaction.

The completion of the transaction was announced on April 17, 2019 and AGT shares were delisted from the Toronto Stock Exchange the same day.

AGT is a processor of value-added pulses, staple foods and ingredients for export and domestic markets as well as a supplier of retail packaged and canned foods to retail and food service sectors.

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

Further information can be found on Canada Newswire's website.