Andrew Peller Enters into Definitive Agreement to be Acquired by Fairfax

• Andrew Peller Limited has entered into a definitive arrangement agreement to be acquired by a wholly-owned subsidiary of Fairfax Financial Holdings.
• All-cash offer: $8.00 per Class A Non-Voting Share and $12.00 per Class B Voting Share.
• Premiums vs. last close: ~41% for Class A, ~70% for Class B; also substantial premiums to 20-day VWAP.
• Aggregate fully diluted equity value of ~$397 million (excl. Rollover Shares).
• John Peller and affiliates will roll over ~15% of Class A and ~25% of Class B shares for equity in the acquirer; remaining shareholders receive cash.
• Voting support secured from two largest shareholders and directors/officers representing ~20% of Class A and ~75% of Class B; Rollover shareholders add further irrevocable support.
• Board (via independent Special Committee) unanimously recommends; fairness opinions from Canaccord Genuity and Origin Merchant Partners — Origin’s independent valuation: Class A $7.21–$10.27, Class B $9.95–$14.18.
• Deal expected to close in Q3 2026, subject to court, regulatory, and shareholder approvals; no financing condition.
• Termination fee of $12 million (~3% of equity value) payable by Andrew Peller in certain circumstances; reverse break fee from purchaser.
• CEO Paul Dubkowski and CFO Renee Cauchi to remain; Andrew Peller will be delisted from TSX post-close.

This definitive acquisition agreement is a genuine, market-moving event. The offer price of $8.00 per Class A share represents a 41% premium to the undisturbed market price — a gap that the stock’s prior slow grind and range-bound trading had not even remotely priced in. The transaction transforms the investment case: shareholders receive immediate, certain cash at a price that, while within the independent valuation range, sits well above any price seen in over four years. The board’s unanimous approval, substantial locked-up voting support, and absence of a financing condition all point to a high probability of closing. For a stock that had been languishing below book value with a single-digit P/E, this takeout removes the discount and rewards patient holders. The rollover of insider shares signals management’s confidence in the continued operation under Fairfax, but public shareholders are cashed out entirely. The rating as a “Game Changer” is unambiguous: the company will cease to be publicly traded, and the return is immediate and material.

Andrew Peller Limited is a leading Canadian producer and marketer of wines, ciders, and other alcoholic beverages. The company operates estate wineries and vineyards, with a portfolio of brands sold across Canada. It is a family-influenced business (the Peller family retains significant voting control via Class B shares) and has been publicly traded on the TSX. The company generates annual revenue north of $400 million and employs a conservative financial strategy with moderate leverage and a history of dividend payments.