Fairfax India Holdings Corporation (“Fairfax India” or the “Company”) (TSX: FIH.U) announces that its Board of Directors has authorized, and the Company has formally commenced, a substantial issuer bid (the “Offer”), pursuant to which the Company will offer to repurchase for cancellation up to $105 million of its subordinate voting shares (the “Shares”) from shareholders for cash.
“The Offer will allow us to return capital to our shareholders at what we view as an attractive price given our belief that the Company’s recent trading price does not fully reflect the value of our business and future prospects,” said Prem Watsa, Chairman of Fairfax India.
The Offer will proceed by way of a “modified Dutch auction”, which allows shareholders to select the price, within the specified range, at which each shareholder is willing to sell all or a portion of their Shares. The Offer prices range from US$12.50 to US$15.00 per Share (in increments of $0.10 per Share). The Offer will be for up to a maximum of 8,400,000 Shares, or approximately 7.0% of Fairfax India’s 119,323,756 total issued and outstanding Shares, based on full participation and a purchase price equal to the minimum purchase price per Share.
Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders in which they will specify the number of Shares being tendered at a price of not less than US$12.50 and not more than US$15.00 per Share, in increments of US$0.10 per Share; or (ii) purchase price tenders in which they will not specify a price per Share, but rather, will agree to have a specified number of Shares purchased at the purchase price to be determined by auction tenders. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender. Fairfax Financial Holdings Limited, the ultimate parent of the Company, has advised the Company that it will not tender any Shares pursuant to the Offer.
Upon expiry of the Offer, Fairfax India will determine the lowest purchase price (which will not be more than US$15.00 per Share and not less than US$12.50 per Share) that will allow the Company to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding US$105 million.
If Shares with an aggregate purchase price of more than US$105 million are properly tendered and not properly withdrawn, Fairfax India will purchase the tendered Shares on a pro rata basis after giving effect to “odd lot” tenders (of shareholders beneficially owning fewer than 100 Shares), which will not be subject to proration. In that case, all Shares tendered at or below the finally determined purchase price will be purchased, subject to proration, at the same purchase price determined pursuant to the terms of the Offer. Shares that are not purchased, including Shares tendered pursuant to auction tenders at prices above the purchase price, will be returned to shareholders.
Fairfax India will release its second quarter 2021 financial results after the close of markets on July 29, 2021. The Offer will expire at 5:00 p.m. (Eastern time) on August 6, 2021, unless the Offer is extended or withdrawn by Fairfax India. The Offer will not be conditional upon any minimum number of Shares being tendered. The Offer will, however, be subject to other conditions and Fairfax India will reserve the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Shares, certain events occur.
The formal offer to purchase, issuer bid circular and related letter of transmittal and notice of guaranteed delivery (the “Offer Documents”), containing the terms and conditions of the Offer and instructions for tendering Shares, among other things, are being sent to shareholders and will be filed by June 16, 2021 with the applicable securities regulators and will be available on SEDAR at www.sedar.com.
Neither Fairfax India nor its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the Offer or as to the purchase price or prices at which shareholders may choose to tender Shares. Shareholders are urged to read the Offer Documents carefully and in their entirety, and to consult their own financial, tax and legal advisors and to make their own decisions with respect to participation in the Offer.
Any questions or requests for assistance in tendering Shares to the Offer may be directed to Computershare Investor Services Inc., the depositary for the Offer. Fairfax India has engaged Scotiabank to act as exclusive financial advisor in respect of the Offer.