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Item 4. Purpose of Transaction.
The information set forth under Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. The purpose of the Offer and the Merger (as defined below) was for Fairfax, through FFH Switzerland, to acquire Allied World.
If no actions or proceedings are pending with respect to the exercisability of the voting rights associated with the Shares and no other legal impediment to a squeeze-out merger under Swiss law exists, Fairfax will, indirectly through Fairfax (Switzerland), initiate a squeeze-out merger under Swiss law (the Merger) whereby any remaining Allied World shareholders will have their Shares cancelled and, except for Allied World, Fairfax, FFH Switzerland and Fairfax (Switzerland), which will not receive any compensation for any Shares directly or indirectly held by them, receive (i) $23.00 cash and (ii) 0.057937 of a Fairfax subordinate voting share, the same consideration paid to Allied World shareholders who tendered their Shares in the Offer.
On July 6, 2017, in connection with the completion of the Offer, Allied World notified the New York Stock Exchange (the NYSE) that the Offer had been completed and that Allied World intended to file a notification of removal from listing on Form 25 with the SEC on July 17, 2017. Fairfax understands that Allied World intends to file a certification on Form 15 with the SEC requesting the deregistration of the Shares and the suspension of Allied Worlds reporting obligations under Sections 13 and 15(d) of the Exchange Act as soon as possible.
The matters described in this Item 4 will, if successfully consummated, result in one or more of the types of transactions contemplated in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the foregoing.
Item 5. Interest in Securities of the Issuer.
(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 87,595,148 Shares outstanding as reported to Fairfax by Allied World.
(b) Except as described below, the numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F or G beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
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