(Source: Business Wire)
Odyssey Re Holdings Corp. ("OdysseyRe") (NYSE: ORH) confirmed that it received on September 4, 2009 an unsolicited proposal from Fairfax Financial Holdings Limited ("Fairfax") (TSX and NYSE: FFH) to acquire all of the outstanding shares of common stock of OdysseyRe that it does not currently own for $60 per share in cash. Fairfax currently owns approximately 72.6% of all outstanding shares of common stock of OdysseyRe. Fairfax publicly announced on September 4, 2009 its proposal and its intention to issue new equity in a public offering to finance the proposal.
OdysseyRe also confirmed that Fairfax had previously advised the board of directors of OdysseyRe that it wished to explore a potential acquisition and that the board had appointed a special committee composed solely of independent directors to review and consider any and all Fairfax proposals. No decisions whatsoever have been made by the special committee at this time with respect to its response, if any, to the Fairfax proposal. There can be no assurance that any agreement will be executed with Fairfax or that any transaction will be approved or consummated. The special committee has engaged Simpson Thacher & Bartlett LLP as its independent legal counsel and Sandler O'Neill & Partners, L.P. as its independent financial advisor to assist it with its review and evaluation of the proposal. Fairfax has advised OdysseyRe that its sole interest is in acquiring the shares of common stock of OdysseyRe that it does not already own and that it has no interest in disposing of its controlling interest in OdysseyRe.
This press release is not a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell shares of OdysseyRe, and is not a substitute for any proxy statement, solicitation/recommendation statement or any other filing that may be required to be made with the Securities and Exchange Commission if the proposed transaction goes forward. OdysseyRe stockholders and other interested parties are urged to read any such documents that are filed with the Securities and Exchange Commission because those documents will contain important information. Stockholders will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, or in the Investor Info section of the OdysseyRe website, www.odysseyre.com, or from OdysseyRe at 300 First Stamford Place, Stamford, Connecticut 06902.
Odyssey Re Holdings Corp. is a leading worldwide underwriter of property and casualty treaty and facultative reinsurance, as well as specialty insurance.
