Andrew Peller Limited Completes Going Private Transaction With Fairfax Financial Holdings Limited

GRIMSBY, Ontario, Aug. 14, 2026 (GLOBE NEWSWIRE) -- Andrew Peller Limited (TSX: ADW.A / ADW.B) ("Andrew Peller" or the "Company") is pleased to announce the successful completion of its previously-announced plan of arrangement transaction (the "Arrangement") involving Fairfax Financial Holdings Limited ("Fairfax") and 18013632 Canada Inc. (the "Purchaser"), a newly-formed and wholly-owned subsidiary of Fairfax.

Pursuant to the Arrangement, among other things, the Purchaser acquired all of the issued and outstanding Class A Non-Voting shares (the "Class A Shares") and Class B Voting shares (the "Class B Shares") of the Company (other than the Rollover Shares (as defined below)) for cash consideration of $8.00 per Class A Share and $12.00 per Class B Share (collectively, the "Consideration"). In addition, pursuant to the Arrangement, John Edward Enterprises Inc. ("JEEI") and John Peller exchanged an aggregate of 5,246,517 Class A Shares and 1,994,212 Class B Shares beneficially owned and controlled by them (collectively, the "Rollover Shares") for shares in the capital of the Purchaser. As part of the Arrangement, the Company amalgamated with the Purchaser to form "Andrew Peller Limited / Andrew Peller Limitee" ("Amalco"). The Arrangement became effective earlier today.

Registered shareholders are reminded that, in order to receive the Consideration in exchange for their Class A Shares and Class B Shares, they must complete, sign and return the applicable letter of transmittal to Computershare Investor Services Inc, in its capacity as depositary under the Arrangement, together with the certificate(s) representing their Class A Shares and Class B Shares, if applicable. If you have any questions or require further information regarding the procedures for receiving the Consideration, please contact Computershare Investor Services Inc., by telephone at 1-800-564-6253 (toll-free within North America) or by e-mail at corporateactions@computershare.com.  

Non-registered shareholders should receive the Consideration to which they are entitled under the Arrangement directly in their brokerage accounts. Non-registered shareholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the Consideration to which they are entitled under the Arrangement.

As a result of the completion of the Arrangement, the Class A Shares and Class B Shares are expected to be delisted from the Toronto Stock Exchange on or about August 17, 2026. Andrew Peller will submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further details regarding the Arrangement are set out in Andrew Peller's management information circular dated July 10, 2026 (the "Circular"), which is available on SEDAR+ (www.sedarplus.ca) under Andrew Peller's issuer profile.

Required Early Warning Report Information

Prior to completion of the Arrangement, Fairfax did not have beneficial ownership of, or control or direction over, any Class A Shares or Class B Shares. Following completion of the Arrangement (including the amalgamation of the Company and the Purchaser), Fairfax beneficially owns, or exercises control or direction over, 265,000,000 Class A Common shares of Amalco, representing all of the issued and outstanding Class A Common shares of Amalco.

An early warning report will be filed in accordance with applicable securities laws and will be available on Andrew Peller's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7, Attention: General Counsel.

Prior to completion of the Arrangement, JEEI and John Peller collectively had ownership and control of an aggregate of 5,246,517 Class A Shares and 1,994,212 Class B Shares of the Company, representing approximately 14.3% of the issued and outstanding Class A Shares and 24.8% of the issued and outstanding Class B Shares. Following completion of the Arrangement (including the amalgamation of the Company and the Purchaser), JEEI beneficially owns, or exercises control or direction over, 66,250,000 Class B Common shares of Amalco, representing all of the issued and outstanding Class B Common shares of Amalco.

An early warning report will be filed in accordance with applicable securities laws and will be available on Andrew Peller's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact John Edward Enterprises Inc., 697 South Service Road, Grimsby, Ontario, L3M 4E8, Attention: John Peller.

Andrew Peller's head office is located at 697 South Service Road, Grimsby, Ontario, L3M 4E8.

About Andrew Peller Limited

Andrew Peller Limited is one of Canada's leading producers and marketers of quality wines and craft beverage alcohol products. The Company's award‐winning premium and ultra‐premium Vintners' Quality Alliance brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Raven Conspiracy, Conviction, Black Hills Estate Winery, Tinhorn Creek Vineyards and Gray Monk Estate Winery. 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., the recognized leader in personal winemaking products. More information about the Company can be found at ir.andrewpeller.com.

About Fairfax Financial Holdings Limited

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

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, the timing and ability of Andrew Peller to cause the Class A Shares and Class B Shares to be delisted from the Toronto Stock Exchange; and the timing and ability of Andrew Peller to obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements.

Although Andrew Peller 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 Andrew Peller, and its management and board of directors, as of the date hereof. Many of these assumptions are based on factors and events that are not within Andrew Peller’s control, and there is no assurance that they will prove correct. 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 Circular available on SEDAR+ (www.sedarplus.ca) under Andrew Peller's issuer profile and on Andrew Peller's website.

Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of Andrew Peller 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 Andrew Peller disavows and disclaims any obligation to do so except as required by applicable law.

Contact Information:
Investor Relations
Craig Armitage
ir@andrewpeller.com