growers EdgeInc.( “ Farmers Edge ” or the “ Company ”)( TSX FDGE) moment blazoned that it has entered a revisednon-binding offer from its maturity shareholder, Fairfax Financial effects Limited( “ Fairfax ”) under which Fairfax would acquire( the “ Proposed sale ”) all of the common shares( “ Common Shares ”) in the capital of the Company other than those Common Shares formerly possessed by Fairfax or its cells, at a purchase price of$0.35 per Share( the” Revised Offer Price”), outstanding in cash( the “ Revised Offer ”). The Revised Offer, which was entered following accommodations between Fairfax and the special commission of independent directors( the” Independent Committee”) of the board of directors of Farmers Edge( the” Board”), represents an increase of 40 to the preliminarily proposed purchase price of$0.25 per Common Share handed for in the offer from Fairfax blazoned on November 16, 2024( the” Original Offer”). Grounded on the amicable recommendation of the Independent Committee, Farmers Edge has entered into a letter of intent with an chapter of Fairfax in respect of the Proposed sale.
The Revised Offer Price represents a 218 decoration to the ending price and to the 20- day volume ladened average price per share on the Toronto Stock Exchange, in each case, of roughly$0.11, as of the close of trading on November 15, 2023, being the trading day incontinently before the Company entered the Original Offer.
The Board, having entered the amicable recommendation of the Independent Committee, determined( withR. William McFarland and Quinn McLean declaring their places as directors or officers of Fairfax or an chapter thereof and abstaining) that entering into the letter of intent is in the stylish interests of the Company. The letter of intent isn’t a definitive agreement with respect to the Proposed sale, and the Proposed sale remains subject to, among other effects,( i) final blessing of the Proposed sale by Fairfax, the Independent Committee and the Board,( ii) the concession and prosecution of a definitive agreement for the Proposed sale on terms satisfactory to the Company and Fairfax, and( iii) damage of a Formal Valuation and Fairness Opinion from BMO( each as defined below) at the time the definitive agreement is entered into and similar other conditions described below being satisfied.
The Independent Committee made its recommendation after precisely assessing the fiscal terms of the Proposed sale and entering advice from its independent fiscal and legal counsels. In connection with its review of the Proposed sale, the Independent Committee has retained BMO Capital Markets(” BMO”) to give fiscal advice and prepare a formal valuation of the Common Shares( the” Formal Valuation”) as needed under Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Deals(” MI 61- 101″), and give an opinion that, subject to the hypotheticals, limitations and qualifications to be set forth in BMO’s written fairness opinion, the consideration to be entered by the holders of Common Shares( other than Fairfax or its cells) pursuant to the Proposed sale is fair, from a fiscal point of view, to the holders of Common Shares( other than Fairfax or its cells)( the “ Fairness Opinion ”).
sale Details
Pursuant to the terms of the Proposed sale, Fairfax would acquire all of the Common Shares, other than those Common Shares possessed by Fairfax or its cells, for a purchase price of$0.35 per Common Share, outstanding in cash. The Proposed sale would be financed by cash on hand of Fairfax or its cells and would not be subject to any backing condition.
The consummation of the Proposed sale will be subject to colorful conditions customary for deals of this nature, including, among others,( i) damage by the Company and Fairfax of any needed nonsupervisory, court and/ or stock exchange blessings, and( ii) the blessing of the Proposed sale at a special meeting of the shareholders of the Company entitled to bounce on the Proposed sale( including a” maturity of the nonage” vote of the shareholders banning for this purpose the votes of Shares held or controlled by Fairfax and any other persons described in particulars( a) through( d) of Section8.1( 2) of MI 61- 101).
While the Board, after having entered the amicable recommendation of the Independent Committee, has determined to enter into the letter of intent with respect to the Proposed sale, neither the Independent Committee nor the Board has approved the Proposed sale. There can be no assurance that the Company and Fairfax will enter into a definitive agreement for the Proposed sale or that the Proposed sale will do as proposed or at all. Neither the Company nor the Independent Committee anticipate to make farther public comment regarding the matters contemplated herein until a definitive agreement for the Proposed sale is entered into or the Proposed sale is abandoned.
Source Link:https://www.businesswire.com/
