ISS cites premium cash consideration, certainty of value, immediate liquidity and the Special Committee process in recommending shareholders vote FOR the Arrangement
Your vote is important - vote well in advance of the proxy deadline: Friday August 7, 2026 at 10:00 am
GRIMSBY, Ontario, July 28, 2026 (GLOBE NEWSWIRE) -- Andrew Peller Limited (TSX: ADW.A / ADW.B) ("Andrew Peller" or the "Company") today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that holders of Class A Shares of the Company vote FOR the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement (the "Arrangement") involving Fairfax Financial Holdings Limited. Under the Arrangement, shareholders will receive cash consideration of $8.00 per Class A Share and $12.00 per Class B Share. The Arrangement Resolution will be considered for approval at the special meeting of shareholders of the Company (the "Meeting") to be held on August 11, 2026.
ISS recommended that shareholders vote FOR the Arrangement Resolution, concluding that the transaction provides shareholders with a meaningful premium, certainty of value and immediate liquidity. ISS also noted that, given Andrew Peller's ownership structure, the absence of applicable coattail provisions and the limited universe of potential acquirors, the Special Committee appears to have facilitated a reasonable degree of price discovery in evaluating the alternatives available to shareholders. ISS is a leading independent proxy advisory firm whose voting recommendations are relied upon by many institutional investors in making voting decisions.
Bruce McDonald, Chair of the Board of Directors and Co-Chair of the Special Committee, stated: "We are pleased that ISS has recommended shareholders vote for the Arrangement. We believe this recommendation provides important independent validation of the extensive review process undertaken by the Special Committee and the conclusions we reached."
The Board of Directors of the Company, on the basis of the unanimous recommendation of the Special Committee and after receiving advice from its financial and legal advisors, unanimously approved (with interested directors abstaining) the Arrangement and continues to recommend that shareholders vote FOR the Arrangement Resolution.
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
The Meeting will be held virtually on August 11, 2026 at 10:00 a.m. (Toronto time). Shareholders can access the Meeting using the following link: meetnow.global/MZSYA5N.
Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on August 7, 2026
If you have any questions or need assistance in your consideration of the Arrangement, with the completion and delivery of your form of proxy or voting instruction form, or with the delivery of your Shares and Letter(s) of Transmittal to Computershare Investor Services Inc., as depositary in respect of the Arrangement, please contact the Company's proxy solicitation agent:
Sodali & Co.
Toll-Free: 1-833-711-5524
Collect: 1-289-695-3075
Email: assistance@investor.sodali.com
Copies of the management information circular and related meeting materials are available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile and at ir.andrewpeller.com. Shareholders are encouraged to review the management information circular, including the sections relating to the background to the Arrangement, the formal valuation, fairness opinions, and reasons for the recommendation of the Special Committee and Board.
About Andrew Peller Limited
Andrew Peller Limited is one of Canada's leading producers and marketers of quality wines and craft spirits. The Company's award-winning premium and ultra-premium Vintners' Quality Alliance ("VQA") brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Black Hills Estate, Tinhorn Creek and Gray Monk Estates. Complementing these premium brands are a number of popularly priced varietal offerings, wine based liqueurs, craft ciders, and craft spirits. The Company owns and operates 101 well-positioned independent retail locations in Ontario under The Wine Shop, Wine Country Vintners, and Wine Country Merchants store names. The Company also operates Andrew Peller Import Agency and The Small Winemaker's Collection Inc., importers and marketing agents of premium wines from around the world. With a focus on serving the needs of all wine consumers, the Company produces and markets premium personal winemaking products through its wholly-owned subsidiary, Global Vintners Inc. ("GVI"), the recognized leader in personal winemaking products. More information about the Company can be found at ir.andrewpeller.com.
Cautionary Note - Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement, the timing for the Meeting and the proxy voting deadline.
Although the Company believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the Company, and its management and board of directors, as of the date hereof. The Company cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the Company, the current Shareholders, or its future results and performance of the Company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of the Company at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Company disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company.
For more information, please contact:
Investor Relations
Craig Armitage
ir@andrewpeller.com
