On September 1, 2022, Recipe Unlimited Corporation announced it has finalized an arrangement agreement with 1000297337 Ontario Inc., a subsidiary of Fairfax Financial Holdings Limited, to be acquired for $20.73 per share, totaling a significant premium. The transaction includes both multiple and subordinate voting shares, excluding those owned by Fairfax and its affiliates and certain shares held by Cara Holdings Limited.

This acquisition, recommended by Recipe’s independent special committee, offers shareholders a 53.4% premium over the closing price prior to the announcement. The transaction, valued at a premium over recent trading averages, is set to close in the last quarter of 2022 pending shareholder and court approvals, without a financing condition.

Greenhill provided financial guidance and a formal valuation indicating a fair market value between $16.67 and $21.85 per share, also affirming the financial fairness of the transaction. Legal advice was given by Davies Ward Phillips & Vineberg LLP to the special committee, Stikeman Elliott LLP to Recipe, Torys LLP to Fairfax, and McCarthy Tetrault LLP to Cara Holdings Limited.

The deal is expected to enhance Recipe's flexibility as a private entity under a committed owner, with Recipe's extensive portfolio of recognized restaurant brands continuing operations across multiple countries. Recipe's board unanimously supports the transaction, recommending shareholder approval in the upcoming special meeting scheduled for October 21, 2022.