WINNIPEG, MB, March 21,
2024 /CNW/ - Farmers Edge Inc. ("Farmers Edge"
or the "Company") (TSX: FDGE) today announced the completion
of the previously announced statutory plan of arrangement (the
"Arrangement") pursuant to which 15635594 Canada Inc., a
subsidiary of Fairfax Financial Holdings Limited ("FFHL"),
acquired all of the outstanding common shares of the Company (each,
a "Common Share"), except for: (i) 25,718,393 Common Shares
(representing approximately 61.2% of the outstanding Common Shares)
held by FFHL and its controlled affiliates; and (ii) Common Shares
held by the Company's Chief Executive Officer, for a price of
$0.35 in cash per Common Share (the
"Arrangement Consideration").
Shareholders who hold their Common Shares in registered form
will receive payment of the Arrangement Consideration following the
deposit of their Common Share certificate(s), DRS advices or the
necessary confirmation of a book-entry transfer and other relevant
documents with Computershare Investor Services Inc., the depositary
for the Arrangement, in accordance with the instructions contained
in the letter of transmittal previously sent to registered
Shareholders. Any questions regarding payment of the Arrangement
Consideration to registered holders of Common Shares, including any
request for an additional copy of the letter of transmittal, should
be directed to the depositary via telephone at 1-800-564-6253.
Non-registered shareholders should contact their intermediaries,
such as brokers, investment dealers, banks, trust companies,
clearing agencies or other nominees, for instructions and
assistance on how to receive the Arrangement Consideration for
their Common Shares.
With the completion of the Arrangement, the Common Shares will
be delisted from the Toronto Stock Exchange. The Company has also
applied to cease to be a reporting issuer under applicable Canadian
securities laws.
Disclaimer
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws.
This information includes, but is not limited to, statements
concerning our objectives, our strategies to achieve those
objectives, as well as statements made with respect to management's
beliefs, plans, estimates, projections and intentions, and similar
statements concerning anticipated future events, results,
circumstances, performance or expectations that are not historical
facts. In some cases, forward-looking information can be identified
by the use of forward-looking terminology such as "expects",
"estimates", "outlook", "forecasts", "projection", "prospects",
"intends", "anticipates", "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might", "will", "will be taken", "occur"
or "be achieved". In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management's expectations,
estimates and projections regarding future events or circumstances.
Forward-looking information in this news release, which includes,
among other things, statements relating to the delisting of the
Common Shares from the Toronto Stock Exchange and the Company
ceasing to be a reporting issuer under applicable Canadian
Securities laws, is necessarily based on a number of opinions,
estimates and assumptions that the Company considered
appropriate and reasonable as of the date such statements are made
in light of its experience, current conditions and expected future
developments.
Forward-looking information involves significant risks and
uncertainties and should not be read as guarantees of future
performance or results as actual results may differ materially from
those expressed or implied in such forward-looking information.
Accordingly, you should not place undue reliance on forward-looking
information, which speaks only as of the date made. The
forward-looking information contained in this news release
represents the Company's expectations as of the date of this news
release (or as the date they are otherwise stated to be made) and
are subject to change after such date. However, each of the Company
disclaim any intention or obligation or undertaking to update or
revise any forward-looking information whether as a result of new
information, future events or otherwise, except as required under
applicable securities laws in Canada. All of the forward-looking information
contained in this news release is expressly qualified by the
foregoing cautionary statements.
SOURCE Farmers Edge Inc.