Parties
Company
Fairfax Financial Holdings Limited
Company
Kuwait Projects Company (Holding) K.S.C.P.
On April 19, 2023, Fairfax Financial Holdings Limited ("FFHL") (TSX: FFH) and Kuwait Projects Company (Holding) K.S.C.P. ("KIPCO") (KW: KPRO) reached an agreement for FFHL affiliates to acquire 46.32% of Gulf Insurance Group K.S.C.P. ("GIG") shares from KIPCO and affiliates for approximately $860 million (263.7 million Kuwaiti Dinar), equivalent to about CAD 1.16 billion at the time of the transaction. This transaction increased Fairfax's equity interest in GIG from 43.69% to 90.01%.
Under the agreement, Fairfax paid KIPCO 2.00 Kuwaiti Dinar per share, subject to adjustments for any dividends received by KIPCO after January 1, 2023. The full purchase price was paid in Kuwaiti Dinar. Post-transaction, KIPCO returned the purchase price minus 200 million Kuwaiti Dinar and any dividends received, with Fairfax agreeing to make four annual payments of $165 million to KIPCO starting a year after closing.
Fairfax Chairman and CEO Prem Watsa expressed enthusiasm for increasing their stake in GIG, noting its strong presence in the MENA region and effective management under Khaled Saoud Al Hasan. KIPCO's Group CEO, Sheikha Dana Naser Sabah Al Ahmad Al Sabah, highlighted the successful partnership and strategic timing of the sale.
Legal advisors for the deal included Baker McKenzie LLP and Al Ruwayeh & Partners for Fairfax, and Al-Hossam Legal for KIPCO. The transaction, pending regulatory approvals, was expected to close in the second half of 2023. Fairfax also initiated a mandatory tender offer to remaining GIG shareholders as required by Kuwaiti regulations.
Deal Type
Merger & AcquisitionIndustry
Banking/FinanceTransaction
$ 1,160,000,000Deal Status
ClosedClosing Date
14 December 2023