Item 8.01. Other Events.
Pursuant to the terms of the previously announced offer (the "Offer") by
Fairfax Investments USA Corp. ("Purchaser"), a wholly-owned subsidiary of
Fairfax Financial Holdings Limited ("Fairfax"), to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
Odyssey Re Holdings Corp. (the "Company"), other than Shares owned by Fairfax
and its subsidiaries, at a price of $65.00 per Share, net to the seller in cash,
without interest and less any applicable withholding of taxes, the Offer expired
at 12:00 midnight, New York City time, on October 21, 2009. Fairfax announced on
October 22, 2009 that, according to BNY Mellon Shareowner Services, the
Depositary for the Offer, as of the expiration of the Offer, a total of
approximately 14,335,361 Shares had been tendered, which includes approximately
967,013 Shares subject to guaranteed delivery. The tendered Shares represent
approximately 89% of the outstanding Shares not owned by Fairfax and, together
with the Shares already owned by Fairfax, approximately 97% of the 58,450,127
outstanding Shares.
Fairfax has announced that it has accepted for payment all Shares that were
validly tendered in the Offer, and that payment for such Shares will be made
promptly in accordance with the terms of the Offer.
The number of Shares tendered pursuant to the Offer satisfies the
non-waivable condition that there be validly tendered and not withdrawn a number
of Shares that constitute at least a majority of the outstanding Shares as of
the date the Shares are accepted for payment pursuant to the Offer (excluding
the Shares beneficially owned by Fairfax and its subsidiaries, and the directors
and executive officers of Fairfax, Purchaser and the Company).
Fairfax has further confirmed that, pursuant to the requirements of the
merger agreement entered into between the Company, Fairfax and Purchaser dated
September 18, 2009, after it completes its purchase of the tendered Shares, it
will cause a short-form merger under Delaware law pursuant to which Fairfax will
become the owner of 100% of the common stock of the Company. In the merger, all
Shares held by the remaining stockholders of the Company (other than Shares
owned by Fairfax and its subsidiaries) will be cancelled and, subject to
appraisal rights, converted into the right to receive $65.00 per Share in cash.
Fairfax has announced that it expects the merger to be completed within the next
several business days or as soon as is practicable thereafter. Following the
effective time of the merger, it is expected that the Shares will cease to be
traded on the New York Stock Exchange.
