Mr. John Varnell reports
FAIRFAX DECLARED "STRATEGIC BUYER" IN AUCTION TO ACQUIRE INTEREST IN IDBI BANK; PLANS TO CONTRIBUTE DIGIT INSURANCE AND IIFL CAPITAL TO IDBI BANK
Fairfax Financial Holdings Ltd. (FFHL) and Fairfax India Holdings Corp. (FIH) (collectively, Fairfax) welcome the government of India declaring a wholly owned subsidiary of FFHL the "strategic buyer" for a 60.72-per-cent equity stake in IDBI Bank Ltd., pursuant to the government of India's proposed strategic disinvestment of IDBI Bank. Under the terms of its bid, the Fairfax purchaser (or an affiliate of it) would acquire the equity stake in IDBI Bank at a price of 81 Indian rupees per share for a total of approximately 528.78 billion Indian rupees (approximately $5.6-billion) (U.S.), representing a premium to the book value of IDBI Bank as of June 30, 2026, as measured pursuant to Indian accounting standards, of approximately 23 per cent.
"We are very excited to be selected by the government of India to be the purchaser of the government's interest in IDBI Bank," said Prem Watsa, chairman and chief executive officer of FFHL. "We thank Prime Minister Narendra Modi and his team for undertaking a highly transparent and competitive process before selecting us as the buyer. We assure the government of India that we are committed to building the world's finest financial institution from India. This transaction represents a once-in-a-lifetime opportunity to purchase a majority interest in a bank in one of the world's fastest-growing economies, and to combine it with a successful and growing insurance company, and an established provider of investment banking and wealth management services in the same jurisdiction. We intend to support India's journey toward Viksit Bharat and a $30-trillion-plus (U.S.) economy, and our ambition is to play a critical role in the Prime Minister's vision of India as a developed economy by 2047. We believe a successful IDBI Bank can transform the lives of average Indian citizens and our vision is to help enhance India's credit-to-GDP ratio. Combining IDBI Bank, Digit and IIFL Capital would create an entity that is well positioned to participate in the continued growth and success of Indian markets, and we expect it will provide meaningful and significant benefits to Indian consumers and businesses, as well as to IDBI Bank, Digit, IIFL Capital and to Fairfax for many decades to come. We believe that a unified financial services company that can offer a one-stop solution for the financial needs of Indians will be of significant benefit to India and its economy, and represents an incredible opportunity for IDBI Bank and Fairfax to benefit from the continued growth of an emerging market with a growing middle class. We expect bank assets and deposits in India to continue to grow, and we feel that a newly revitalized IDBI Bank that can also offer clients insurance products through Digit and investment banking and wealth management services through IIFL Capital would be in a very competitive position to take advantage of this growth."
Fairfax's objective in buying the 60.72-per-cent interest in IDBI Bank is to make it, over time, a leading global Indian bank headquartered in India. To assist in achieving this objective, Fairfax proposes to contribute all of FFHL's interests in Go Digit Life Insurance Ltd. and Go Digit General Insurance Ltd. (collectively, Digit), and all of FIH's interest in IIFL Capital Services Ltd., to IDBI Bank. As a leading unified Indian financial services company, IDBI Bank would have the ability to become a leading provider of not just banking services in India, playing a critical role in enhancing India's credit-to-GDP (gross domestic product) ratio, but also property and casualty insurance services, investment banking, and wealth management services, and has the potential to significantly transform the lives of average Indian citizens. Among other necessary approvals, the approval of the Reserve Bank of India will be required in connection with the proposed contribution of Digit and the proposed contribution of IIFL Capital, and Fairfax's plan to create a leading Indian global bank.
"We are very excited about the prospect of combining Digit with IDBI Bank as it would significantly strengthen Digit's distribution footprint, allowing us to continue our growth and service offerings for the benefit of all Indians," said Kamesh Goyal, founder and chairman of Digit.
"This partnership would create a unique opportunity for IIFL Capital to accelerate growth across investment banking, institutional equities, wealth and asset management," said Nirmal Jain, founder of IIFL Group. "By combining our capital markets expertise with the scale and customer reach of a leading bank, we can bring a broader range of investment and wealth solutions to millions of customers. Given the significant under-penetration of wealth and asset management in India, we believe this combined platform would be exceptionally well positioned for long-term growth."
Fairfax currently expects the purchase price for the purchase transaction to be satisfied through a combination of cash on hand or otherwise available to Fairfax through existing credit sources and potential asset sales. In connection with the contribution transactions, Digit and IIFL Capital would be contributed to IDBI Bank at their respective market prices, all in accordance with all applicable law and regulation. In addition to the approval of the Reserve Bank of India, and all other necessary legal and regulatory approvals, each of the contribution transactions will be subject to the review and the approval of the Securities and Exchange Board of India, and the Digit contribution will be subject to the approval of the Insurance Regulatory and Development Authority of India.
Following the consummation of the proposed purchase transaction and contribution transactions, Fairfax expects that the operations of the newly combined company would continue to be led by Rakesh Sharma, the current managing director and chief executive officer of IDBI Bank. Fairfax also plans to include in the leadership group for IDBI Bank C.V.R. Rajendran, the former chief executive officer of CSB Bank, as well as N.S. Kannan, the former managing director and chief executive officer of ICICI Prudential Life Company and chief financial officer of ICICI Bank, who will act as chairman, all subject to approval of the Reserve Bank of India. Each of Mr. Sharma, Mr. Rajendran and Mr. Kannan are known to Fairfax and have proven to be capable and effective executives of Indian financial institutions over decades.
Fairfax does not expect there to be any change in the governance, management or operating structure of either Digit or IIFL Capital resulting from the proposed contribution transactions. The current leadership team at Digit, led by Mr. Goyal, would remain in place and continue to be responsible for Digit's strategy and execution, and the management team of IIFL Capital, led by R. Venkataraman, Vasudev Jagannath and Nemkumar H., would continue to execute on its plan to serve as a leading platform for capital market services in India, encompassing institutional equities, investment banking, wealth and asset management, and mutual fund distribution.
Conference call information
Fairfax will have a conference call to discuss the proposed purchase transaction and the proposed contribution transactions at 8:30 a.m. Eastern Time on Thursday, Oct. 15, 2026. The call, consisting of a presentation by Fairfax followed by a question period, may be accessed at 1-800-369-2143 (Canada and the United States) or 1-312-470-0063 (international) with the passcode Fairfax. A replay of the call will be available from shortly after the termination of the call until 5 p.m. Eastern Time on Thursday, Nov. 12, 2026. The replay may be accessed at 1-800-839-1248 (Canada and the U.S.) or 1-203-369-3356 (international).
Transactions conditional
While the government of India has declared the Fairfax purchaser as the "strategic buyer" in connection with the government of India's proposed strategic disinvestment of IDBI Bank, this does not represent the final stage of the government's sale process. While Fairfax expects to continue to work diligently and on an exclusive basis with the government of India in order to satisfy all remaining requirements in connection with the IDBI Bank disinvestment process, no binding definitive agreements in connection with the purchase transaction or the contribution transactions have been entered into by any of Fairfax, IDBI Bank, the government of India or any other party, and there can be no assurances that any such transactions will be consummated on the currently proposed terms or at all. It is also possible that the purchase transaction could occur without consummation of either or both of the contribution transactions. Furthermore, if definitive transaction agreements relating to the proposed purchase transaction or the contribution transactions are entered into by the parties, each of the proposed purchase transaction and contribution transactions would be subject to the satisfaction of numerous governmental, regulatory, equityholder, debtholder and other approvals and consents.
About Fairfax Financial Holdings Ltd.
FFHL is a holding company that, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. FFHL's head and registered office is located at 95 Wellington St. W, Suite 800, Toronto, Ont., M5J 2N7.
About Fairfax India Holdings Corp.
FIH is an investment holding company, the objective of which is to achieve long-term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses, or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India. FIH's head and registered office is located at 95 Wellington St. W, Suite 800, Toronto, Ont., M5J 2N7.
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