WINNIPEG, Manitoba, March 15, 2024 – Farmers Edge Inc. (“Farmers Edge” or the “Company”) (TSX: FDGE) announced today that the previously announced plan of arrangement pursuant to which 15635594 Canada Inc., a subsidiary of Fairfax Financial Holdings Limited (“FFHL”) will, among other things, acquire all of the outstanding common shares of the Company (each, a “Common Share”), except for: (i) 25,718,393 Common Shares (representing approximately 61.2% of the outstanding Common Shares) held by FFHL, and its affiliates; and (ii) those Common Shares held by the Company’s Chief Executive Officer; for a price of $0.35 in cash per Common Share (the “Arrangement”) was approved by holders of Common Shares (“Shareholders”) at a special meeting of Shareholders held on March 15, 2024 (the “Meeting”).
The Arrangement required approval by the affirmative vote of: (i) at least two-thirds of the votes cast by Shareholders; and (ii) at least a majority of the votes cast by Shareholders excluding those Shareholders whose votes were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), being all Shareholders other than FFHL and certain of its related parties, as well as the Company’s Chief Executive Officer, in each case present in person or represented by proxy at the Meeting.
The Company’s full report of voting results can be found under the Company’s SEDAR+ profile at www.sedarplus.com.
The Company intends to seek a final order of the Court of King’s Bench of Manitoba (the “Court”) to approve the Arrangement at a hearing expected to be held on March 19, 2024. Completion of the Arrangement remains subject to the satisfaction of certain customary closing conditions, including approval of the Court. Subject to the satisfaction or waiver of all of the conditions to the Arrangement, the Arrangement is expected to be completed in March 2024, following which Farmers Edge will no longer be publicly held.
About Farmers Edge
Farmers Edge is a global leader in digital agriculture, revolutionizing the industry with a broad portfolio of proprietary technological innovations, spanning hardware, software, and services. Powered by a unique combination of connected field sensors, artificial intelligence, big data analytics, and agronomic expertise, the Company’s digital platform turns data into actions and intelligent insights, delivering value to all stakeholders of the agricultural ecosystem. Farmers Edge disruptive technologies accelerate digital adoption on the farm and beyond, protecting our global resources and ensuring sustainable food production for a rapidly growing population. For more information on Farmers Edge, please visit www.farmersedge.ca. Additional information relating to the Company, including all public filings, is available on SEDAR+ (www.sedarplus.ca).
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941.
Forward Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management’s beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this news release, which includes, among other things, statements relating to the Arrangement, the final order of the Court, the satisfaction or waiver of all of the conditions to completion of the Arrangement and the expected date of completion of the Arrangement, is necessarily based on a number of opinions, estimates and assumptions that the Company considered appropriate and reasonable as of the date such statements are made in light of its experience, current conditions and expected future developments, including the assumption that any conditions precedent to the closing of the Arrangement will be satisfied or waived and that the Arrangement will be completed in accordance with the timing currently expected, or at all.
Risks and uncertainties related to the Arrangement include, but are not limited to: failure of Farmers Edge and Fairfax to obtain the final order of the Court, or satisfy other closing conditions to effect the Arrangement on the timing currently expected or at all; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the risk that, prior to or as a result of the completion of the Arrangement, the business of Farmers Edge may experience significant disruptions, including loss of clients or employees due to transaction related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk that legal proceedings may be instituted against Farmers Edge or pending legal proceedings may be determined adversely to the interests of Farmers Edge; and risks related to the diversion of management’s attention from Farmers Edge’s ongoing business operations.
Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company’s expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.
Farmers Edge Investor Relations:
InvestorRelations@FarmersEdge.ca
Farmers Edge Media Relations:
Media@FarmersEdge.ca
