Fairfax India Announces US$105 Million Substantial Issuer Bid

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TORONTO, June 15, 2021 (GLOBE NEWSWIRE) -- Fairfax India Holdings Corporation (“Fairfax India” or the “Company”) (TSX: FIH.U) announces that its Board of Directors has authorized, and the Company has formally commenced, a substantial issuer bid (the “Offer”), pursuant to which the Company will offer to repurchase for cancellation up to US$105 million of its subordinate voting shares (the “Shares”) from shareholders for cash.

“The Offer will allow us to return capital to our shareholders at what we view as an attractive price given our belief that the Company’s recent trading price does not fully reflect the value of our business and future prospects,” said Prem Watsa, Chairman of Fairfax India.

The Offer will proceed by way of a “modified Dutch auction”, which allows shareholders to select the price, within the specified range, at which each shareholder is willing to sell all or a portion of their Shares. The Offer prices range from US$12.50 to US$15.00 per Share (in increments of US$0.10 per Share). The Offer will be for up to a maximum of 8,400,000 Shares, or approximately 7.0% of Fairfax India’s 119,323,756 total issued and outstanding Shares, based on full participation and a purchase price equal to the minimum purchase price per Share.

Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders in which they will specify the number of Shares being tendered at a price of not less than US$12.50 and not more than US$15.00 per Share, in increments of US$0.10 per Share; or (ii) purchase price tenders in which they will not specify a price per Share, but rather, will agree to have a specified number of Shares purchased at the purchase price to be determined by auction tenders. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender. Fairfax Financial Holdings Limited, the ultimate parent of the Company, has advised the Company that it will not tender any Shares pursuant to the Offer.

Upon expiry of the Offer, Fairfax India will determine the lowest purchase price (which will not be more than US$15.00 per Share and not less than US$12.50 per Share) that will allow the Company to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding US$105 million.