Fairfax Financial takes Andrew Peller private in $397 million deal

From AA- rated insurer to winery owner: Fairfax's latest deal shows the float strategy in action

Fairfax Financial takes Andrew Peller private in $397 million deal

Mergers & Acquisitions

By Josh Recamara

Fairfax Financial Holdings has agreed to acquire Canadian wine producer Andrew Peller Limited in a deal valuing the company at approximately $397 million in equity and $579 million on an enterprise basis.

Under the terms of the arrangement agreement announced on June 15, 2026, Fairfax will acquire all outstanding Class A Non-Voting shares at $8.00 per share and Class B Voting shares at $12.00 per share. The Class A price represents a 41% premium to the closing price and a 42% premium to the 20-day volume weighted average price on the Toronto Stock Exchange as of June 12, 2026. The Class B price represents premiums of approximately 70% and 66% respectively. The transaction is expected to close in the third quarter of 2026 and carries no financing condition.

Andrew Peller's existing management team will remain in place. CEO Paul Dubkowski and CFO Renee Cauchi will both continue in their roles, and John Peller will roll over his shares into equity in the acquiring entity, retaining a stake alongside Fairfax.

The target

Andrew Peller is Canada's second-largest wine producer after Arterra Wines, operating production facilities in British Columbia, Ontario and Nova Scotia. Revenue reached $389.6 million in fiscal 2025, driven by strong performance across its core portfolio and expansion into big-box and grocery retail channels in Ontario, according to MarketScreener. The company's portfolio spans more than 50 brands, including Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Red Rooster, Black Hills Estate Winery and Gray Monk Estate Winery.

Net earnings for fiscal 2025 turned positive at $11.1 million after a $2.9 million loss the prior year, with EBITDA surging 25% to $62.9 million following cost reductions in glass and freight and renegotiated supplier contracts, according to Ainvest.

The transaction also benefits from a trade tailwind: following the imposition of US tariffs on Canadian goods, provincial liquor boards have ceased importing US wines, a development expected to support domestic producers.

Deal mechanics

Independent valuators Origin Merchant Partners assessed the fair market value of Class A shares at between $7.21 and $10.27 per share and Class B shares at between $9.95 and $14.18, with the transaction consideration falling within those ranges.

Fairness opinions were provided by both Origin and Canaccord Genuity, the Special Committee's financial advisor. The two largest shareholders, including the rollover shareholders, and other directors and senior officers collectively holding 20% of Class A shares and 75% of Class B shares have entered into voting support agreements in favor of the transaction.

A termination fee of $12 million, equal to approximately 3% of equity value, is payable by Andrew Peller in certain circumstances, with a matching reverse termination fee payable by Fairfax.

Following closing, Andrew Peller's shares will be delisted from the TSX and the company will cease to be a reporting issuer.

A strategic acquisition

The deal illustrates a model that sets Fairfax apart from virtually every other Canadian insurer. Often called the "Canadian Warren Buffett," chairman and CEO Prem Watsa built Fairfax around the principle of using insurance float as low-cost, long-term capital to fund opportunistic investments, growing the company from a near-bankrupt trucking insurer into a global insurance and investment powerhouse, according to Insurance Business Canada.

The company's non-insurance segment already includes Recipe Unlimited, Sleep Country Canada, Sporting Life Group and Dexterra Group, all funded in material part by float generated from its insurance operations.

That insurance engine is performing strongly. Fairfax delivered record performance in 2025, with net income of $4.8 billion and book value per share increasing 21%. In Q1 2026, property and casualty insurance and reinsurance operations produced adjusted operating income of $1.21 billion, up significantly from $685.5 million in the same period of 2025, with a consolidated combined ratio of 94.1% and underwriting profit of $381.6 million on an undiscounted basis, according to Fairfax Financial's own reporting.

Northbridge Financial, Fairfax's Canadian P&C subsidiary based in Toronto, is one of the largest commercial property and casualty insurers in Canada by gross premiums written, with net premiums written of $2.960 billion in 2025, according to Fairfax's annual report.

That discipline has been recognized by rating agencies: Standard and Poor's upgraded the financial strength ratings for Fairfax's core insurance operations to AA- in 2025, and AM Best raised its financial strength ratings to A+ for Northbridge, Crum and Forster and Allied World — the first time Fairfax has held AA financial strength and A debt rating levels in its history.

Watsa said: "We are pleased to partner with John Peller to acquire Andrew Peller Limited. The Peller family has been a leading name in wine in Canada for generations, and we look forward to working with the entire Peller team to continue the development and success of this great Canadian company over the long term."

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