UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
| For the month of: October 2022 | Commission File Number: 001-31556 |
FAIRFAX
FINANCIAL HOLDINGS LIMITED
(Name of Registrant)
95
Wellington Street West
Suite 800
Toronto, Ontario
Canada M5J 2N7
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ¨ | Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated October 6, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FAIRFAX FINANCIAL HOLDINGS LIMITED | |||
| Date: October 7, 2022 | By: | /s/ Eric P. Salsberg | |
| Name: | Eric P. Salsberg | ||
| Title: | Vice President, Corporate Affairs and Corporate Secretary | ||
Exhibit 99.1
POSEIDON ACQUISITION CORP. CONTINUES DISCUSSIONS
TO ACQUIRE ALL COMMON
SHARES OF ATLAS CORP. NOT CONTROLLED BY CONSORTIUM MEMBERS
London and Toronto, October 6, 2022 — Poseidon Acquisition Corp., on behalf of a consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas Corp. (NYSE: ATCO) (“Atlas” or the “Company”), certain affiliates of Fairfax Financial Holdings Limited (collectively, “Fairfax”)(TSX: FFH and FFH.U), the Washington Family, and Ocean Network Express Pte. Ltd., a global container, transportation and shipping company (the “Consortium”), announced today it believes it has made meaningful progress in its discussions with the Special Committee of the Board of Directors of Atlas to acquire all of the outstanding common shares of Atlas that the members of the Consortium do not already own or control for $15.50 per share in cash, plus payment of all ordinary course third quarter and fourth quarter 2022 dividends regardless of the timing of any closing (the “Proposed Transaction”). There is no binding agreement with respect to the Proposed Transaction, and negotiations remain subject to significant contingencies, including completion of due diligence by the Consortium (expected to be commenced promptly), the negotiation and execution of a mutually acceptable definitive agreement, and confirmation and documentation of fully committed financing. In addition, the closing of the Proposed Transaction, if a definitive agreement is reached, would be contingent upon the approval of holders of a majority of the Atlas common shares not owned by Consortium members and the satisfaction of additional mutually acceptable closing conditions to be contained in a definitive agreement. The Consortium does not expect to make any further announcements or updates unless and until a definitive agreement is executed or discussions with the Special Committee are terminated.
Additional Information and Where to Find It
Any solicitation will only be made through materials filed with the Securities and Exchange Commission (the “SEC”). Atlas shareholders and other interested parties are urged to read these materials if and when they become available because they will contain important information. Atlas shareholders will be able to obtain such documents (when available) free of charge at the SEC’s web site, www.sec.gov.
Forward-Looking Statements
This press release contains statements regarding the proposed transaction that may be deemed to be “forward-looking statements” within the meaning of applicable securities laws and members of the Consortium may make related oral, forward-looking statements on or following the date hereof. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Consortium and include the possibility that discussions with the Special Committee may not be successful and the possibility that the proposed transaction may not be entered into or completed on the terms described in this press release or at all. Any forward-looking statements in this press release are made only as of the date of this press release. No member of the Consortium assumes any obligation to publicly update any forward-looking statements except as required by law. No information contained on any website referenced in this press release is incorporated by reference herein.
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
Contacts:
Consortium: David L. Sokol - sokol@poseidonacq.com
Fairfax: John Varnell, Vice President, Corporate Development - +1-416-367-4941