Fairfax Financial to acquire Sleep Country Canada for $1.7 billion

Company

16133258 Canada Inc.

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP

Company

Fairfax Financial Holdings Limited

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP

On July 22, 2024, Sleep Country Canada Holdings Inc. ("Sleep Country") announced that it entered into an arrangement agreement with Fairfax Financial Holdings Limited ("Fairfax") and its wholly-owned subsidiary, 16133258 Canada Inc., dated July 21, 2024. Under the agreement, Fairfax will acquire all issued and outstanding common shares of Sleep Country for $35.00 per share in cash, totaling approximately $1.7 billion. This purchase price represents a 34% premium to the 20-day volume-weighted average price and a 28% premium to the closing price on July 19, 2024.

The transaction was overseen by a special committee of independent directors from Sleep Country, chaired by Christine Magee. The committee, with financial advisement from CIBC Capital Markets and independent fairness opinion from Blair Franklin Capital Partners, deemed the transaction fair and in the best interest of shareholders.

Stewart Schaefer, President and CEO of Sleep Country, expressed pride in the company's accomplishments and optimism about partnering with Fairfax. Prem Watsa, Chairman and CEO of Fairfax, praised Sleep Country’s leadership and brand strength.

The transaction will be executed via a court-approved plan of arrangement under the Canada Business Corporations Act and is expected to close in Q4 2024, pending shareholder, court, and regulatory approvals. CIBC Capital Markets and Davies Ward Phillips & Vineberg LLP advised Sleep Country, while Torys LLP advised Fairfax.

Merger & Acquisition
Other
$ 1,700,000,000
Closed
01 October 2024