On December 18, 2016, Fairfax Financial Holdings Limited, Canada (Fairfax) announced that it entered into a merger agreement with Allied World Assurance Company Holdings, AG (Allied World), a company incorporated in Switzerland with shares listed on the New York Stock Exchange. Pursuant to the merger agreement, Fairfax will make a tender offer for all of the outstanding registered ordinary shares of Allied World. In consideration, Allied World shareholders will receive a combination of Fairfax subordinate voting shares and cash, including a special dividend, equal to USD 54.00 per Allied World Share, for a total equity value of approximately USD 4.9 bn.

It is intended that the transaction will be effected by way of an exchange offer in accordance with applicable laws, followed by a squeeze-out merger pursuant to Swiss law.

The transaction is subject to a sufficient number of the outstanding Allied World Shares having been tendered in the exchange offer, approval by Allied World shareholders and, to the extent required by applicable regulations, Fairfax shareholders, approvals from regulators and satisfaction of other customary closing conditions. Closing of the transaction is currently expected to occur in the second quarter of 2017.

Fairfax is advised by Torys as to Canadian law, by Shearman & Sterling as to U.S. securities regulation and by Homburger AG with respect to Swiss law. The Homburger team is led by partner Daniel Daeniker (Corporate | M&A) and includes partner Stefan Oesterhelt (Tax), associates Andreas Müller, Karin Mattle, and Kevin Hubacher and paralegal Séverine Fritsche (all Corporate | M&A).