Fairfax Financial & Allied World Merger Update

March 6, 2017

Fairfax Financial Holdings and Allied World Assurance Company Holdings, AG have agreed to extend to March 10, 2017 the deadline by which Fairfax has the option to increase the cash consideration, and correspondingly reduce the “Fixed Value Stock Consideration” under the terms of the previously announced definitive merger agreement entered into by Fairfax and Allied World on December 18, 2016, pursuant to which Fairfax agreed to make an exchange offer to acquire all of Allied World’s outstanding ordinary shares.

In connection with the transaction, Allied World will hold a Special Shareholder Meeting on Wednesday, March 22, 2017 where holders of ordinary shares will be asked to consider and vote on:

  • [i] a proposal to amend Articles 8 and 14 of Allied World’s Articles of Association to remove the limitation on the voting rights of a holder of 10% or more of its ordinary shares
  • [ii] a proposal for Allied World to pay, as soon as possible after the closing of the exchange offer, a special dividend of $5.00 per ordinary share to holders of outstanding ordinary shares as of immediately prior to the closing of the exchange offer and to forgo the $0.26 March 2017 quarterly dividend.

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