Page 14 of 33 – SEC Filing
Pursuant to the Merger Agreement, Fairfax and Allied World intend that, in accordance with the laws of Switzerland and a merger agreement to be entered into by Fairfax (Switzerland) and Allied World (the Swiss Merger Agreement), Fairfax (Switzerland) and Allied World will consummate the Merger contemplated thereby, pursuant to which Allied World will merge with and into Fairfax (Switzerland), with Fairfax (Switzerland) as the surviving entity. At such time, the Shares will be cancelled, except for Shares held by Allied World, Fairfax, or any direct or indirect subsidiary of Allied World or Fairfax, and, in accordance with the Swiss Merger Act, converted into the right to receive (i) $23.00 cash and (ii) 0.057937 of a Fairfax subordinate voting share, and each Share owned by Allied World, Fairfax, or any direct or indirect subsidiary of Allied World or Fairfax will be automatically cancelled without any conversion thereof, in each case, on the terms and subject to the conditions set out in the Swiss Merger Agreement. The Merger will be effective at the time of the registration of the Merger in the Commercial Register of the Canton of Zug. Fairfax (Switzerland) and Allied World have not yet entered into the Swiss Merger Agreement.
Except as disclosed in this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any third person with respect to the Shares.
Item 7. Material to Be Filed as Exhibits.
The following is filed herewith as an exhibit:
Ex. 1: Joint filing agreement dated as of July 14, 2017 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Canada Sub, FFH Switzerland and Fairfax (Switzerland)
Ex. 2: Agreement and Plan of Merger, dated as of December 18, 2016, between Fairfax and Allied World, incorporated by reference to Annex A to the Prospectus included in the Registration Statement on Form F-4 filed by Fairfax on February 15, 2017
Ex. 3 Prospectus, dated May 3, 2017, incorporated by reference to Amendment No. 2 the Registration Statement on Form F-4 filed by Fairfax on May 3, 2017
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