Mr. Craig Armitage reports
ANDREW PELLER LIMITED ANNOUNCES SHAREHOLDER APPROVAL OF GOING PRIVATE TRANSACTION
Holders of Class A shares and Class B shares of Andrew Peller Ltd. have approved the proposed plan of arrangement involving Fairfax Financial Holdings Ltd., and 18013632 Canada Inc. (the purchaser), a newly formed and wholly owned subsidiary of Fairfax, at the special meeting of shareholders held earlier today. Pursuant to the arrangement, the purchaser will acquire all of the issued and outstanding Class A shares and Class B shares of the company (other than those shares held by John Peller and certain affiliates) for cash consideration of $8 per Class A share and $12 per Class B share.
The special resolution approving the arrangement required the approval of: (a) not fewer than 66-2/3rds per cent of the votes cast by holders of Class A shares present or represented by proxy and entitled to vote at the meeting (voting together as a single class); (b) not fewer than 66-2/3rds per cent of the votes cast by holders of Class B shares present or represented by proxy and entitled to vote at the meeting (voting together as a single class); (c) a simple majority of the votes cast by the holders of Class A shares present or represented by proxy and entitled to vote at the meeting, other than Class A shares held by rollover shareholders and any other person required to be excluded under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions); and (d) a simple majority of the votes cast by the holders of Class B shares present or represented by proxy and entitled to vote at the meeting, other than the Class B shares held by rollover shareholders and any other person required to be excluded under MI 61-101.
Details on the voting results at the meeting are below.
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ under Andrew Peller's issuer profile.
The arrangement is expected to become effective on or about Aug. 14, 2026, subject to, among other things, the company obtaining a final order from the Ontario Superior Court of Justice (commercial list) approving the arrangement and the satisfaction or waiver of certain other customary closing conditions. The final order hearing is scheduled to take place on Aug. 12, 2026.
It is expected that, within two to three business days following the completion of the arrangement, the Class A shares and Class B shares of Andrew Peller will be delisted from the Toronto Stock Exchange. Additional details about the arrangement and the arrangement resolution can be found in the management information circular of the company dated July 10, 2026, a copy of which is available on SEDAR+ under Andrew Peller's issuer profile.
About Andrew Peller Ltd.
Andrew Peller is one of Canada's leading producers and marketers of quality wines and craft spirits. The company's award-winning premium and ultrapremium Vintners' Quality Alliance brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Black Hills Estate, Tinhorn Creek and Gray Monk Estates. Complementing these premium brands are a number of popularly priced varietal offerings, wine-based liqueurs, craft ciders and craft spirits. The company owns and operates 101 well-positioned independent retail locations in Ontario under The Wine Shop, Wine Country Vintners and Wine Country Merchants store names. The company also operates Andrew Peller Import Agency and The Small Winemaker's Collection Inc., importers and marketing agents of premium wines from around the world. With a focus on serving the needs of all wine consumers, the company produces and markets premium personal winemaking products through its wholly owned subsidiary, Global Vintners Inc., the recognized leader in personal winemaking products.
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