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principal business address and principal office address of FFH Switzerland is c/o LacMont AG, Hofstrasse 1a, 6300 Zug, Switzerland; and
8. Fairfax (Switzerland) GmbH (Fairfax (Switzerland)), a limited liability company incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of Fairfax (Switzerland) is c/o LacMont AG, Hofstrasse 1a, 6300 Zug, Switzerland.
The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F and G as the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.
During the last five years, none of the Reporting Persons, and to the best of each such Reporting Persons knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Fairfax and Allied World entered into an Agreement and Plan of Merger, dated as of December 18, 2016 (the Merger Agreement), joined by Canada Sub and FFH Switzerland, pursuant to which Fairfax, through FFH Switzerland, offered to acquire all of the outstanding Shares (excluding Shares held by Allied World) pursuant to an offer to exchange made to all Allied World shareholders (the Offer). As described in the prospectus forming part of the registration statement on Form F-4 filed by Fairfax on May 3, 2017 (the Prospectus) with the Securities and Exchange Commission (the SEC) and the tender offer statement on Schedule TO filed by Fairfax on May 8, 2017 with the SEC, as amended, Allied World shareholders were offered (i) $23.00 cash and (ii) 0.057937 of a Fairfax subordinate voting share.
The cash component of the consideration described above was financed in part through the sale of approximately 33% of the equity interests in FFH Switzerland to OMERS, the pension plan for Ontarios municipal employees, Alberta Investment Management Corporation, CN Canadian Master Trust Fund and Lake Merritt LLC, none of which are affiliates of Fairfax.
The source of funds for the remaining cash consideration described above was Fairfaxs existing cash resources.
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