Welcome!

News Feed Item

Fairfax Financial to Acquire Pethealth Inc. for $2.79 Per Share in Cash

TORONTO, ONTARIO and OAKVILLE, ONTARIO -- (Marketwired) -- 08/29/14 -- Fairfax Financial Holdings Limited (TSX: FFH)(TSX: FFH.U) ("Fairfax") and Pethealth Inc. (TSX: PTZ) ("Pethealth") announced today that they have entered into an arrangement agreement (the "Arrangement Agreement") under which Fairfax will acquire all of the outstanding common shares of Pethealth for $2.79 per share in cash. In addition, under the terms of the transaction, Fairfax will acquire all of the outstanding preferred shares of Pethealth for a purchase price of $2.79 per share in cash, plus any dividends accrued but unpaid up to, but excluding, the day of closing.

The purchase price represents a premium of approximately 26% to the closing price of Pethealth's common shares on the TSX on August 29, 2014 and a premium of approximately 69% to the closing price of Pethealth's common shares on the TSX on August 15, 2014 (Pethealth announced on August 19, 2014 that it was reviewing strategic alternatives). The purchase price also represents a premium of approximately 69% to Pethealth's volume weighted average share price for the twenty trading days ending on August 15, 2014 and a premium of 36% to the all-time high price of Pethealth's common shares prior to such date.

Total cash consideration of approximately $100 million will be paid for Pethealth's common and preferred shares and options. The transaction, which will be completed by way of a plan of arrangement (the "Arrangement"), is subject to certain customary closing conditions, and is expected to close in the fourth quarter of 2014.

The board of directors of Pethealth, after consultation with its financial and legal advisors, and on the unanimous recommendation of the Special Committee of the board of directors of Pethealth, has determined to recommend that shareholders of Pethealth vote in favour of the Arrangement. Raymond James & Associates, Inc. has provided a fairness opinion to the Special Committee of the board of directors of Pethealth. Mark Warren, the president, chief executive officer and a director of Pethealth who owns approximately 9.7% of the outstanding common shares, voted against the approval of the transaction.

Certain shareholders of Pethealth, including certain directors, who in the aggregate beneficially own approximately 14.5% of the outstanding common shares and 40.4% of the outstanding preferred shares, have agreed pursuant to voting support agreements to vote their shares in favour of the Arrangement unless the Arrangement Agreement is terminated.

In addition, certain other shareholders, including Burgundy Asset Management Ltd. and Richard J. Renaud, collectively representing 36.4% of the outstanding common shares, 24.8% of the outstanding preferred shares and 35% of all outstanding shares in both classes, have entered into voting support agreements that commit the shareholders who are parties thereto to (i) vote their shares in favour of the Arrangement and not in favour of any competing offer and (ii) if the Arrangement Agreement is terminated for any reason other than certain limited circumstances, to sell their shares in Pethealth to Fairfax for $2.79 per share into a take-over bid made by Fairfax for any and all of the common shares for $2.79 per common share and preferred share within 10 business days of the date of termination of the Arrangement Agreement.

In aggregate, shareholders holding 50.9% of the outstanding common shares, 65.2% of the outstanding preferred shares and 52.7% of all outstanding shares in both classes have entered into voting support agreements.

If the Arrangement Agreement is terminated under certain circumstances, a $3.5 million termination fee is payable by Pethealth to Fairfax.

Completion of the transaction is subject to customary closing conditions, including court approval of the arrangement, the approval of the Pethealth shareholders voting as a single class, and regulatory approval in the United Kingdom. It is expected that the Pethealth shareholder meeting will occur by early November 2014.

Full details of the transaction will be included in an information circular to be mailed to Pethealth shareholders in advance of the shareholder meeting to approve the Arrangement. A copy of the Arrangement Agreement, the information circular, voting support agreements and related documents will be filed with the Canadian securities regulatory authorities and will be available under Pethealth's profile at www.sedar.com .

Raymond James & Associates, Inc. served as financial advisor to the Special Committee of the board of directors of Pethealth.

About Fairfax

Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.

About Pethealth

Pethealth is North America's second largest provider of medical insurance for dogs and cats to pet owners, operating in the United States, Canada and the United Kingdom. In addition, the Company is the leading provider of management software to North American animal welfare organizations through its SaaS-based application and is the leading provider of pet related database management services to the North American companion animal industry. Pethealth offers a unique range of products and services for veterinarians, shelters and pet owners through a number of wholly owned subsidiaries using a range of brand names including PetCare, 24PetWatch, Pet Protect, Petpals Direct, PetPoint, Petango.com and ThePetangoStore.com.

Pethealth is based in Oakville, Ontario. To find out more about Pethealth, visit the web site at www.pethealthinc.com.

Forward-Looking Statements

This press release contains information that is forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts and include statements regarding expectations regarding whether a transaction will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction.

Forward-looking information by its nature necessarily involves risks and uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future events, performance or achievements expressed or implied by such forward-looking information. If any of these risks or uncertainties were to materialize or if the factors and assumptions underlying the forward-looking information were to provide incorrect, actual results could vary materially from those that are expressed or implied by such forward-looking information.

Risks and uncertainties regarding Fairfax are described in its most recently issued Annual Report which is available at www.fairfax.ca and in its Supplemental and Base Shelf Prospectus (under "Risk Factors") filed with the securities regulatory authorities in Canada, which is available on SEDAR at www.sedar.com. Risks and uncertainties regarding Pethealth are described in Pethealth's most recent Annual Information Form which is available on SEDAR at www.sedar.com. Each of Fairfax and Pethealth disclaims any intention or obligation, other than those required by securities laws, to update or revise any forward-looking information.

Contacts:
Fairfax Financial Holdings Limited
John Varnell
Vice President, Corporate Development
416-367-4941

Pethealth Inc.
Glen Tennison
Chief Financial Officer
905-842-2615

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Redis is not only the fastest database, but it is the most popular among the new wave of databases running in containers. Redis speeds up just about every data interaction between your users or operational systems. In his session at 19th Cloud Expo, Dave Nielsen, Developer Advocate, Redis Labs, will share the functions and data structures used to solve everyday use cases that are driving Redis' popularity.
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
SYS-CON Events announced today the Kubernetes and Google Container Engine Workshop, being held November 3, 2016, in conjunction with @DevOpsSummit at 19th Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA. This workshop led by Sebastian Scheele introduces participants to Kubernetes and Google Container Engine (GKE). Through a combination of instructor-led presentations, demonstrations, and hands-on labs, students learn the key concepts and practices for deploying and maintainin...
Security, data privacy, reliability, and regulatory compliance are critical factors when evaluating whether to move business applications from in-house, client-hosted environments to a cloud platform. Quality assurance plays a vital role in ensuring that the appropriate level of risk assessment, verification, and validation takes place to ensure business continuity during the migration to a new cloud platform.
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus...
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
UpGuard has become a member of the Center for Internet Security (CIS), and will continue to help businesses expand visibility into their cyber risk by providing hardening benchmarks to all customers. By incorporating these benchmarks, UpGuard's CSTAR solution builds on its lead in providing the most complete assessment of both internal and external cyber risk. CIS benchmarks are a widely accepted set of hardening guidelines that have been publicly available for years. Numerous solutions exist t...
A critical component of any IoT project is what to do with all the data being generated. This data needs to be captured, processed, structured, and stored in a way to facilitate different kinds of queries. Traditional data warehouse and analytical systems are mature technologies that can be used to handle certain kinds of queries, but they are not always well suited to many problems, particularly when there is a need for real-time insights.
Verizon Communications Inc. (NYSE, Nasdaq: VZ) and Yahoo! Inc. (Nasdaq: YHOO) have entered into a definitive agreement under which Verizon will acquire Yahoo's operating business for approximately $4.83 billion in cash, subject to customary closing adjustments. Yahoo informs, connects and entertains a global audience of more than 1 billion monthly active users** -- including 600 million monthly active mobile users*** through its search, communications and digital content products. Yahoo also co...