Andrew Peller Limited Announces Shareholder Approval of Going Private Transaction
TORONTO, Aug. 11, 2026 (GLOBE NEWSWIRE) -- Andrew Peller Limited (TSX: ADW.A / ADW.B) ("Andrew Peller" or the "Company") is pleased to announce that the holders of Class A Shares and Class B Shares of the Company (collectively, the "Shareholders") have approved the proposed plan of arrangement (the "Arrangement") involving Fairfax Financial Holdings Limited ("Fairfax"), and 18013632 Canada Inc. (the "Purchaser"), a newly-formed and wholly-owned subsidiary of Fairfax, at the special meeting of Shareholders (the "Meeting") held earlier today. Pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding Class A Shares and Class B Shares of the Company (other than those shares held by John Peller and certain affiliates (the "Rollover Shareholders")) for cash consideration of $8.00 per Class A Share and $12.00 per Class B Share.
The special resolution approving the Arrangement (the "Arrangement Resolution") required the approval of: (a) not less than 66⅔% of the votes cast by holders of Class A Shares present or represented by proxy and entitled to vote at the Meeting (voting together as a single class); (b) not less than 66⅔% of the votes cast by holders of Class B Shares present or represented by proxy and entitled to vote at the Meeting (voting together as a single class); (c) a simple majority of the votes cast by the holders of Class A Shares present or represented by proxy and entitled to vote at the Meeting, other than Class A Shares held by Rollover Shareholders and any other person required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"); and (d) a simple majority of the votes cast by the holders of Class B Shares present or represented by proxy and entitled to vote at the Meeting, other than the Class B Shares held by Rollover Shareholders and any other person required to be excluded under MI 61-101.
Details on the voting results at the Meeting are below:
| Total Class A Shares voted at the Meeting | 21,119,840 |
| Total Class A Shares voted FOR the Arrangement Resolution | 18,553,549 |
| Percent of Class A Shares voted FOR the Arrangement Resolution | 87.85% |
| Total Class B Shares voted at the Meeting | 6,660,345 |
| Total Class B Shares voted FOR the Arrangement Resolution | 6,619,676 |
| Percent of Class B Shares voted FOR the Arrangement Resolution | 99.39% |
| Total Class A Shares voted at the Meeting (other than Rollover Shareholders and other excluded persons) | 14,229,714 |
| Total Class A Shares voted FOR the Arrangement Resolution | 11,663,423 |
| Percent of Class A Shares voted FOR the Arrangement Resolution | 81.97% |
| Total Class B Shares voted at the Meeting (other than Rollover Shareholders and other excluded persons) | 647,843 |
| Total Class B Shares voted FOR the Arrangement Resolution | 607,174 |
| Percent of Class B Shares voted FOR the Arrangement Resolution | 93.72% |
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ (www.sedarplus.ca) under Andrew Peller's issuer profile.
The Arrangement is expected to become effective on or about August 14, 2026, subject to, among other things, the Company obtaining a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement (the "Final Order") and the satisfaction or waiver of certain other customary closing conditions. The Final Order hearing is scheduled to take place on August 12, 2026.
It is expected that, within two to three business days following the completion of the Arrangement, the Class A Shares and Class B Shares of Andrew Peller will be delisted from the Toronto Stock Exchange. Additional details about the Arrangement and the Arrangement Resolution can be found in the management information circular of the Company dated July 10, 2026, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Andrew Peller's issuer profile.
About Andrew Peller Limited
Andrew Peller Limited is one of Canada's leading producers and marketers of quality wines and craft spirits. The Company's award‐winning premium and ultra‐premium Vintners' Quality Alliance ("VQA") brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Black Hills Estate, Tinhorn Creek and Gray Monk Estates. Complementing these premium brands are a number of popularly priced varietal offerings, wine based liqueurs, craft ciders, and craft spirits. The Company owns and operates 101 well‐positioned independent retail locations in Ontario under The Wine Shop, Wine Country Vintners, and Wine Country Merchants store names. The Company also operates Andrew Peller Import Agency and The Small Winemaker's Collection Inc., importers and marketing agents of premium wines from around the world. With a focus on serving the needs of all wine consumers, the Company produces and markets premium personal winemaking products through its wholly‐owned subsidiary, Global Vintners Inc. ("GVI"), the recognized leader in personal winemaking products. More information about the Company can be found at ir.andrewpeller.com.
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, statements regarding the timing and ability of the Company to implement the Arrangement (if at all); the timing and ability of the Company to obtain the final order (if at all); the ability of the Company and the Purchaser to satisfy the conditions precedent to the completion of the Arrangement (if at all); and the timing to delist the Shares of the Company (if at all).
Although the Company believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the Company, and its management and board of directors, as of the date hereof. The Company cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the Company, the current Shareholders, or its future results and performance of the Company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the management information circular of the Company dated July 10, 2026 available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of the Company at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Company disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company.
Andrew Peller Investor Relations
Craig Armitage
ir@andrewpeller.com
