AGT Privatization Mooted

TORONTO - Jul 26/18 - SNS -- AGT Food and Ingredients Inc. is considering a proposal by members of its management group to privatize the company.

President and Chief Executive Officer, Murad Al-Katib and a group of managers propose to buy all issued and outstanding common shares of AGT for $18 in cash, for a valuation of the company of about CDN $437 million. Fairfax Financial Holdings Limited will finance the deal.

Under the proposal Fairfax Financial Holdings Limited and Point North Capital Inc. will roll-over their equity interests in AGT. Current members of the senior management team will roll over their shares and will remain in their current management positions with AGT after completion of the transaction.

Al-Katib and other members of the Management Group, collectively, beneficially own or exercise control or direction over approximately 4,116,008 Common Shares, representing approximately 17% of the outstanding Common Shares of AGT. Fairfax beneficially owns or exercises control or direction over 183,700 Common Shares and Point North beneficially owns or exercises control over 2,362,070 Common Shares, collectively, representing approximately 10.5% of the outstanding Common Shares of AGT.

As well, Fairfax, through certain subsidiaries, also holds 5,714,286 common share purchase warrants of AGT, which were issued in connection with Fairfax’s C$190 million investment in AGT through the purchase of the 5.375% interest bearing securities on August 31, 2017.

The Board has agreed to establish a committee comprised of independent directors to consider the proposal and to conduct all aspects of the company's response. There is no set timetable and AGT does not expect to make further public comment regarding these matters unless and until the independent committee approves a specific action or otherwise concludes its review.