Shearman & Sterling is advising Fairfax Financial Holdings Limited on its proposed acquisition of Allied World Assurance Company Holdings, AG. Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Allied World, through its subsidiaries and brand known as Allied World, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions.
Under the terms of the agreement, Allied World shareholders will receive a combination of Fairfax shares and cash equal to $54.00 per Allied World share, for a total equity value of approximately $4.9 billion. The $54.00 per share offer price represents a premium of 18% to the closing price of $45.77 per Allied World share on December 16, 2016. The transaction has been unanimously approved by the boards of directors of both companies.
The combination of Fairfax and Allied World creates a world leader in property and casualty insurance, reinsurance and investments. The deal is expected to be completed in the second quarter of 2017, subject to customary closing conditions.
The Shearman & Sterling team was led by partners Scott Petepiece
(New York-Mergers & Acquisitions) and George Karafotias
(London-Mergers & Acquisitions); counsel Sean Skiffington
(Toronto-Mergers & Acquisitions); and associate Richard Fischetti (New York-Mergers & Acquisitions). The team also included partners Jason Lehner
(Toronto-Capital Markets), Larry Crouch
(Menlo Park-Tax), Doreen Lilienfeld
(New York-Compensation, Governance & ERISA), Alan Goudiss
(New York-Litigation), Jessica Delbaum
(New York-Antitrust) and Jordan Altman
(New York-Intellectual Property Transactions); counsel Kevin Roggow (Toronto-Capital Markets); and associates Robert Bucella (New York-Mergers & Acquisitions), Cecilia Ferreira (London-Mergers & Acquisitions), Dillon Smith (New York-Corporate), Ryan Bray (Menlo Park-Tax), Heather Pals, Ryan Robski (both Toronto-Capital Markets), Aleksandra Petkovic (New York-Antitrust) and Matthew Weston (New York-Compensation, Governance & ERISA).