Page 13 of 33 – SEC Filing
Scott A. Carmilani beneficially owned, directly or indirectly, (i) 1,410,144 Shares, all of which were tendered into the Offer and acquired by Fairfax for $23.00 and 0.057937 of a Fairfax subordinate voting share per Share, and (ii) 134,415 employee stock options, 45,604 restricted stock units and 176,709 performance-based awards, for which an aggregate 356,728 Shares were underlying, all of which became fully vested and were surrendered for the cash equivalent of $23.00 and 0.57937 of a Fairfax subordinate voting share per option (net of exercise price), unit and award, as appropriate, pursuant to the terms of the Merger Agreement.
(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth under Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference. The following summary of the terms of the Merger Agreement is not a complete description thereof and is qualified in its entirety by the full text of the Merger Agreement, which is filed as Exhibit 2 hereto and incorporated herein by reference.
The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, a subsidiary of Fairfax will commence the Offer to purchase all outstanding Shares, followed by a merger of Allied World into a merger subsidiary of Fairfax (being Fairfax (Switzerland)), with Fairfax (Switzerland) as the surviving corporation. Each Share accepted by Fairfax in the Offer was exchanged for (i) a $5.00 pre-closing cash dividend from Allied World (the Special Dividend), paid outside the Offer, but conditional on the completion of the Offer and (ii) the consideration described in Item 3 above.
The obligation of Fairfax to consummate the Offer was subject to customary conditions, set forth in the Merger Agreement including (i) approval by Allied Worlds shareholders to amend the articles of association of Allied World to permit a holder of 10% or more of the Shares outstanding with full voting rights, to elect the individuals designated by Fairfax to Allied Worlds board of directors upon or after completion of the Offer and to approve the Special Dividend and cancel the previously adopted $0.26 quarterly dividend to be paid in March 2017; (ii) to the extent required by applicable laws and regulations (based on the total number of Fairfax shares to be issued as consideration for the transaction), approval by Fairfaxs shareholders of the issuance of Fairfax shares as consideration for the transaction (which was not required); (iii) a number of Shares having been validly tendered and not properly withdrawn that represents 90% of the Shares outstanding; (iv) receipt of governmental consents and approvals (both domestic and foreign) required to consummate the Offer and the Merger; and (v) other customary conditions set forth in the Agreement. The obligation of each party to consummate the transaction is also conditioned upon the other partys representations and warranties being true and correct and the other party having performed in all material respects its obligations under the Merger Agreement. All of these conditions to Fairfaxs obligation to consummate the Offer were satisfied or waived.
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