Fairfax commences tender offer for minority stake in Odyssey Re

Fairfax Financial Holdings has commenced, through a wholly owned subsidiary, a tender offer for all of the outstanding shares of common stock of Odyssey Re Holdings that Fairfax does not currently own for $65 in cash per share.

Fairfax and Odyssey Re have earlier signed a definitive merger agreement that has been approved by the board of directors of Odyssey Re, following the recommendation of the special committee of independent directors of its board. The Odyssey Re board has resolved to recommend that the company's minority stockholders tender their shares pursuant to the offer.

The offer and withdrawal rights are scheduled to expire on October 21, 2009, unless the offer is extended. In addition to customary conditions, the offer is irrevocably subject to there having been validly tendered and not withdrawn a majority of the outstanding Odyssey Re shares that are held by stockholders that are not affiliated with Odyssey Re (including Fairfax and its subsidiaries and the directors and executive officers of each of Odyssey Re and Fairfax).

The offer is not subject to a financing condition. Promptly after the tender offer is completed, Fairfax intends to consummate a second-step merger pursuant to which non-tendering holders of Odyssey Re common stock would be entitled to receive the price per share paid by Fairfax in the offer.

Bank of America Merrill Lynch is the dealer manager and Innisfree M&A is the information agent for the offer.

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