NEW YORK, NEW YORK and TORONTO, ONTARIO, Sep. 18, 2009 (Marketwire) --
NEW YORK, NEW YORK and TORONTO, ONTARIO -- (Marketwire) -- 09/18/09 -- (Note: All dollar amounts in this press release are expressed in U.S. dollars.)
Fairfax Financial Holdings Limited (TSX: FFH)(NYSE: FFH) and Odyssey Re Holdings Corp. (NYSE: ORH) announced today that they have signed a merger agreement pursuant to which Fairfax will, as soon as practicable, commence a tender offer to acquire all of the outstanding shares of common stock of Odyssey Re that Fairfax does not currently own for $65 in cash per share, representing total cash consideration of approximately $1.0 billion. The Board of Directors of Odyssey Re, following the recommendation of the Special Committee of Independent Directors of its Board formed to review Fairfax's proposal, has unanimously resolved to recommend that Odyssey Re's minority stockholders tender their shares in the Fairfax offer. Marshfield Associates, Inc., which currently has management and control over approximately 2.7 million shares representing the largest block held by Odyssey Re's minority stockholders, has agreed to tender the shares over which it has control to Fairfax's $65 per share offer.
The price of $65 per share in cash represents a 29.8% premium over the closing price on September 4, 2009 (the date on which Fairfax publicly announced that it was proposing to acquire all outstanding shares of common stock of Odyssey Re that Fairfax does not currently own) and a 33.4% premium over the 30-day average closing price for the period ending on September 4, 2009. Based on Odyssey Re's initial public offering price of $18.00 per share in June 2001, the purchase price represents a compounded annual return of 17.3% through the date of the merger agreement.
Prem Watsa, Chairman and CEO of Fairfax, said: "We believe that our increased offer price of $65 per share, which is well above any price at which Odyssey Re shares have ever traded, represents a very attractive price for Odyssey Re's minority stockholders. We are very gratified that we have the recommendation of Odyssey Re's Special Committee and look forward to working together to complete the transaction." Mr.
