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Andrew Peller Ltd
Symbol ADW
Shares Issued 36,005,486
Close 2026-08-14 C$ 7.99
Market Cap C$ 287,683,833
Recent Sedar+ Documents

Andrew Peller completes going-private deal with Fairfax

2026-08-14 17:37 ET - News Release

Also News Release (C-FFH) Fairfax Financial Holdings Ltd

Mr. Craig Armitage reports

ANDREW PELLER LIMITED COMPLETES GOING PRIVATE TRANSACTION WITH FAIRFAX FINANCIAL HOLDINGS LIMITED

Andrew Peller Ltd. has successfully completed its previously announced plan of arrangement transaction involving Fairfax Financial Holdings Ltd. and 18013632 Canada Inc. (the purchaser), a newly formed and wholly owned subsidiary of Fairfax.

Pursuant to the arrangement, among other things, the purchaser acquired all of the issued and outstanding Class A non-voting shares and Class B voting shares of the company (other than the rollover shares (as defined below)) for cash consideration of $8.00 per Class A share and $12.00 per Class B share. In addition, pursuant to the arrangement, John Edward Enterprises Inc. (JEEI) and John Peller exchanged an aggregate of 5,246,517 Class A shares and 1,994,212 Class B shares beneficially owned and controlled by them for shares in the capital of the purchaser. As part of the arrangement, the company amalgamated with the purchaser to form "Andrew Peller Limited/Andrew Peller Limitee" (Amalco). The arrangement became effective earlier today.

Registered shareholders are reminded that, in order to receive the consideration in exchange for their Class A shares and Class B shares, they must complete, sign and return the applicable letter of transmittal to Computershare Investor Services Inc., in its capacity as depositary under the arrangement, together with the certificate(s) representing their Class A shares and Class B shares, if applicable. If you have any questions or require further information regarding the procedures for receiving the consideration, please contact Computershare Investor Services, by telephone at 1-800-564-6253 (toll-free within North America) or by e-mail at corporateactions@computershare.com.

Non-registered shareholders should receive the consideration to which they are entitled under the arrangement directly in their brokerage accounts. Non-registered shareholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the arrangement.

As a result of the completion of the arrangement, the Class A shares and Class B shares are expected to be delisted from the Toronto Stock Exchange on or about Aug. 17, 2026. Andrew Peller will submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further details regarding the arrangement are set out in Andrew Peller's management information circular dated July 10, 2026, which is available on SEDAR+ under Andrew Peller's issuer profile.

Required early warning report information

Prior to completion of the arrangement, Fairfax did not have beneficial ownership of, or control or direction over, any Class A shares or Class B shares. Following completion of the arrangement (including the amalgamation of the company and the purchaser), Fairfax beneficially owns, or exercises control or direction over, 265 million Class A common shares of Amalco, representing all of the issued and outstanding Class A common shares of Amalco.

An early warning report will be filed in accordance with applicable securities laws and will be available on Andrew Peller's SEDAR+ profile. To obtain a copy of the early warning report, please contact Fairfax Financial Holdings, 95 Wellington St. West, suite 800, Toronto, Ont., M5J 2N7, attention: general counsel.

Prior to completion of the arrangement, JEEI and John Peller collectively had ownership and control of an aggregate of 5,246,517 Class A shares and 1,994,212 Class B shares of the company, representing approximately 14.3 per cent of the issued and outstanding Class A shares and 24.8 per cent of the issued and outstanding Class B shares. Following completion of the arrangement (including the amalgamation of the company and the purchaser), JEEI beneficially owns, or exercises control or direction over, 66.25 million Class B common shares of Amalco, representing all of the issued and outstanding Class B common shares of Amalco.

An early warning report will be filed in accordance with applicable securities laws and will be available on Andrew Peller's SEDAR+ profile. To obtain a copy of the early warning report, please contact John Edward Enterprises Inc., 697 South Service Rd., Grimsby, Ont., L3M 4E8, attention: John Peller.

Andrew Peller's head office is located at 697 South Service Rd., Grimsby, Ont., L3M 4E8.

About Andrew Peller Ltd.

Andrew Peller is one of Canada's leading producers and marketers of quality wines and craft beverage alcohol products. The company's award-winning premium and ultra-premium Vintners' Quality Alliance brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Raven conspiracy, Conviction, Black Hills Estate Winery, Tinhorn Creek Vineyards and Gray Monk Estate Winery. 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 wine-making products through its wholly owned subsidiary, Global Vintners Inc., the recognized leader in personal wine-making products.

About Fairfax Financial Holdings Ltd.

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

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