Fairfax Financial Holdings Limited (TSX:FFH) entered into a letter of intent to acquire an additional 38.2% stake in Recipe Unlimited Corporation (TSX:RECP) from Cara Holdings Limited and others on August 8, 2022. Fairfax Financial Holdings Limited entered into an arrangement agreement to acquire an additional 38.2% stake in Recipe Unlimited Corporation from Cara Holdings Limited and others for approximately CAD 470 million on August 31, 2022. Under the terms of the transaction, Fairfax Fairfax will acquire all of the multiple voting shares ("MVS") and subordinate voting shares ("SVS"), other than those Shares owned by Fairfax or its affiliates and 9,398,729 MVS owned by Cara Holdings Limited (together with Fairfax, the “Buying Group”), at a purchase price of CAD 20.73 per share in cash. Pursuant to the Transaction, of the 12,740,077 MVS owned by CHL, 3,341,348 MVS will be purchased by the Purchaser for the Purchase Price and CHL has agreed to rollover the remaining balance of its MVS for shares in the capital of the Purchaser. The transaction would be financed by equity proceeds contributed by members of the Buying Group and debt financing. Fairfax currently owns and controls, directly and in the investment portfolios of its insurance companies, 5,657,435 SVS and 21,314,747 MVS, representing approximately 22.3% of the SVS and approximately 62.6% of the MVS, immediately prior to the execution of the Arrangement Agreement. Following completion of the Transaction, Fairfax will beneficially own approximately 84% of the issued and outstanding Shares. Following completion of the Transaction, CHL will own 9,398,729 MVS representing approximately 16% of the Shares.

The Board of Directors of Recipe Unlimited Corporation, having received the unanimous recommendation of the Special Committee, intends to recommend that the Company's shareholders vote in favor of the transaction. The transaction is subject to the negotiation and execution of definitive agreement; receipt by the Company and the Buying Group of any required regulatory, court and/or stock exchange approvals; approval of shareholders of Recipe Unlimited Corporation and other customary closing conditions. Ontario Superior Court of Justice granted an interim order on September 26, 2022. Recipe Unlimited shareholders will hold a specials meeting on October 21, 2022 to approve the transaction. On October 21, 2022, Recipe Unlimited shareholders approved the transaction. The transaction is expected to close in the last quarter of 2022. As of October 21, 2022, the transaction is expected to close on October 28, 2022. Greenhill & Co. Canada Ltd. is acting as financial advisor and fairness opinion provider and Vincent Mercier of Davies Ward Phillips & Vineberg LLP is acting as independent legal advisor to the Special Committee of Recipe Unlimited Corporation. A fixed fee of CAD 500,000 was paid by Recipe Unlimited upon delivery of Greenhill's preliminary valuation analysis; a fixed fee of CAD 1 million upon delivery of the Formal Valuation and Fairness Opinion; and a fixed advisory fee of CAD 750,000 upon Greenhill being requested by the Special Committee to assist in certain discussions. Joel Binder, John Lee, Kathleen Chevalier, Mark Firman, Michael Kilby, Larry Cobb and Alexander D. Rose of Stikeman Elliott LLP acted as legal advisor to Recipe Unlimited Corporation. Scotia Capital acted as financial advisor and David Chaikof and Janan Paskaran of Torys LLP acted as legal advisor to Fairfax. David Woollcombe and David Badour of McCarthy Tetrault LLP acting as legal advisors to Cara Holdings Limited. Computershare Trust Company of Canada is the transfer agent for shares of Recipe Unlimited.

Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of an additional 38.2% stake in Recipe Unlimited Corporation (TSX:RECP) from Cara Holdings Limited and others on October 28, 2022. As a result of the transaction, the shares of Recipe Unlimited are expected to be de-listed from the Toronto Stock Exchange at the close of trading on October 31, 2022.