Andrew Peller Enters into Definitive Agreement to be Acquired by Fairfax

§ 01 Executive Snapshot

• What: Andrew Peller Limited has entered into a definitive agreement to be acquired by Fairfax Financial Holdings Limited.
• Who: Andrew Peller Limited, Fairfax Financial Holdings Limited, John Peller, Paul Dubkowski.
• Why it matters: This acquisition represents a significant premium for shareholders and a strategic partnership aimed at supporting the growth of the Canadian wine industry.

§ 02 Key Developments

• Shareholders will receive $8.00 per Class A Share and $12.00 per Class B Share, representing a 41% and 70% premium to respective closing prices as of June 12, 2026.
• The transaction has an aggregate fully diluted equity value of approximately $397 million and an enterprise value of about $579 million, excluding Rollover Shares.
• Voting support agreements have been secured from the two largest shareholders and Directors and Officers, representing approximately 20% of Class A Shares and 75% of Class B Shares.

§ 03 Strategic Context

• The acquisition reflects a long-term investment strategy, with Fairfax positioned as a partner to enhance Andrew Peller's market presence, building on its 65-year legacy in the Canadian wine industry.
• This transaction marks a significant consolidation movement in the beverage industry, emphasizing the importance of strategic partnerships for growth and innovation.

§ 04 Strategic Implications

• The immediate consequence is a substantial cash premium for shareholders, providing liquidity and certainty in value amid market fluctuations.
• Long-term implications include potential for operational synergies and enhanced market positioning under Fairfax's ownership, fostering continued growth in the wine sector.

§ 05 Risks & Constraints

• Potential regulatory hurdles may arise during the approval process for the transaction, including court and shareholder approvals.
• The dependency on shareholder support could be a risk if there is dissent among minority shareholders regarding the transaction terms.

§ 06 Watchlist / Forward Signals

• The transaction is expected to close in the third calendar quarter of 2026, subject to customary conditions.
• Approval from shareholders at the upcoming special meeting is critical for the transaction's success, with specific voting thresholds required for both Class A and Class B shareholders.