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Fairfax signs deal to acquire Boots for about US$8.9B

After closing, Fairfax is expected to own 50% of Boots, while Wittington will have operational control.

(Moderate)

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Form Type
6-K

Rhea-AI Filing Summary

Fairfax Financial Holdings Limited (FRFFF) entered into agreements with Wittington Investments, Limited to acquire Boots from The Boots Group for a total purchase price of approximately US$8.9 billion, inclusive of assumed debt. The businesses included are Boots’ retail operations in the UK and Ireland, Boots Opticians, No7 Beauty Company, and Boots’ Thailand and franchised businesses.

Fairfax agreed to provide, or cause an affiliate to provide, up to approximately US$2.3 billion under an equity commitment letter to satisfy the purchase price. The transaction is subject to customary closing conditions and is expected to be completed in the first quarter of 2027.

After closing, Fairfax is expected to own 50% of Boots’ equity, with Wittington having operational control and Galen Weston serving as Chair of Boots. The transaction excludes Farmacias Benavides and Alliance Healthcare Deutschland, which their current owner will retain.

Total purchase price Approximately US$8.9 billion Inclusive of assumed debt
Fairfax equity commitment Up to approximately US$2.3 billion For purposes of satisfying the Boots purchase price
Expected Fairfax equity ownership 50% Following closing
Expected completion First quarter of 2027 Transaction completion is subject to customary closing conditions
equity commitment letter financial
"under an equity commitment letter"
A written promise from an investor or group to provide a specified amount of capital for a deal, such as an acquisition or a new financing round. It matters to investors because it shows how likely a transaction is to close and how much fresh money will be available, similar to a down-payment commitment when buying a house: the stronger the promise, the less risk that the deal will fall apart or that existing shareholders will face unexpected dilution.
assumed debt financial
"inclusive of assumed debt"
customary closing conditions regulatory
"subject to customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
forward-looking statements regulatory
"may constitute “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the total purchase price for Boots in the FRFFF announcement?

The total purchase price is approximately US$8.9 billion, inclusive of assumed debt. Fairfax and Wittington entered into agreements to acquire the specified Boots businesses from The Boots Group.

How much has Fairfax committed toward the Boots transaction?

Fairfax agreed to provide, or cause an affiliate to provide, up to approximately US$2.3 billion under an equity commitment letter for the purpose of satisfying the purchase price.

What ownership and control are expected after the FRFFF Boots acquisition?

Following closing, Fairfax is expected to own 50% of Boots’ equity. Wittington is to have operational control, and Galen Weston is to serve as Chair of Boots.

When is the FRFFF Boots transaction expected to close?

The transaction is expected to be completed in the first quarter of 2027 and is subject to customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of: October 2026   Commission File Number: 001-31556
     

FAIRFAX FINANCIAL HOLDINGS LIMITED
(Name of Registrant)

 

95 Wellington Street West
Suite 800

Toronto, Ontario
Canada M5J 2N7
(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F o   Form 40-F x

 

 

 

 

 

EXHIBIT INDEX 

 

Exhibit   Description of Exhibit
99.1   Press Release dated October 7, 2026

 

 

 

SIGNATURES 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FAIRFAX FINANCIAL HOLDINGS LIMITED
   
Date: October 7, 2026 By: /s/ Derek Bulas
   

Name:

Derek Bulas

    Title: Vice President, Chief Legal Officer and Corporate Secretary

 

 

 

 

 

 

Exhibit 99.1

 

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

 

TORONTO, October 7, 2026

 

FAIRFAX PARTNERS WITH WITTINGTON INVESTMENTS IN ACQUISITION OF BOOTS

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has entered into agreements to partner with Wittington Investments, Limited (“Wittington”), the holding company of the Weston family based in Canada, to acquire from The Boots Group the Boots retail operations in the UK and Ireland, the Boots Opticians business, the No7 Beauty Company, and Boots’ Thailand and franchised businesses (collectively, “Boots”) for a total purchase price of approximately US$8.9 billion (inclusive of assumed debt) (the “Transaction”).

 

“We are very pleased to partner with Galen Weston and the Wittington team to acquire Boots, a leading historic brand in the UK and Ireland,” said Prem Watsa, Chairman and Chief Executive Officer of Fairfax. “For many years, the Westons have grown and developed some of the most successful retail brands in Canada, including in pharmacy and beauty, and we are very confident that Wittington will be an excellent steward of the Boots business and a terrific partner to Fairfax.”

 

“Boots is one of Britain’s most enduring businesses, with a rich heritage, a trusted name and a vital role in everyday life across the UK and Ireland,” said Galen Weston. “We have great respect for Boots’ legacy and leading market position. We see a meaningful opportunity to make a great business even better, through stable, long-term ownership, further capital investment and renewed operating focus required to serve customers with excellence for generations to come. We are delighted to partner with Fairfax, which brings an extensive track record of long-term investing in leading retail brands, and shares our conviction in Boots’ future.”

 

In connection with the Transaction, Fairfax entered into an equity commitment letter pursuant to which it has agreed to provide, or cause an affiliate of it to provide, up to approximately US$2.3 billion for the purposes of satisfying the purchase price to be paid for Boots. Following the closing of the Transaction, it is expected that Fairfax will own 50% of the equity of Boots, with Wittington having operational control and Galen Weston serving as Chair of Boots. The Transaction is subject to customary closing conditions and is expected to be completed in the first quarter of 2027. The transaction does not include The Boots Group’s other interests in Farmacias Benavides and Alliance Healthcare Deutschland which will be retained by their current owner.

 

Wittington Investments, Limited is the private holding company for the Weston family based in Canada. It is the controlling shareholder of George Weston Limited – and through it, Loblaw Companies Limited and Choice Properties. With more than 2,800 locations, Loblaw is Canada’s largest grocery retailer and owns Shopper Drug Mart, the nation’s largest pharmacy, health and beauty business. Choice Properties, Canada’s largest Real Estate Investment Trust (REIT), has a portfolio comprised of approximately 700 high-quality properties across three strategic asset classes, including 44.6 million square feet of necessity-based retail.

 

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

 

-30-

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946

 

 

 

For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

 

Certain statements contained herein may constitute “forward-looking statements” and are made pursuant to the “safe harbour” provisions of applicable Canadian and U.S. securities laws. Such forward-looking statements may include, among other things, statements regarding the Transaction, the timing of completion thereof and expectations regarding future performance of Boots. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fairfax to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the failure to successfully complete the Transaction on the terms and timeframes contemplated; our ability to complete acquisitions and other strategic transactions on the terms and timeframes contemplated, and to achieve the anticipated benefits therefrom; a reduction in net earnings if our loss reserves are insufficient; underwriting losses on the risks we insure that are higher than expected; the occurrence of catastrophic events with a frequency or severity exceeding our estimates; changes in market variables, including unfavourable changes in interest rates, foreign exchange rates, equity prices and credit spreads, which could negatively affect our operating results and investment portfolio; the cycles of the insurance market and general economic conditions, which can substantially influence our and our competitors’ premium rates and capacity to write new business; insufficient reserves for asbestos, environmental and other latent claims; exposure to credit risk in the event our reinsurers fail to make payments to us under our reinsurance arrangements; exposure to credit risk in the event our insureds, insurance producers or reinsurance intermediaries fail to remit premiums that are owed to us or failure by our insureds to reimburse us for deductibles that are paid by us on their behalf; our inability to maintain our long term debt ratings, the inability of our subsidiaries to maintain financial or claims paying ability ratings and the impact of a downgrade of such ratings on derivative transactions that we or our subsidiaries have entered into; risks associated with implementing our business strategies; the timing of claims payments being sooner or the receipt of reinsurance recoverables being later than anticipated by us; risks associated with any use we may make of derivative instruments; the failure of any hedging methods we may employ to achieve their desired risk management objective; a decrease in the level of demand for insurance or reinsurance products, or increased competition in the insurance industry; the impact of emerging claim and coverage issues or the failure of any of the loss limitation methods we employ; our inability to access cash of our subsidiaries; an increase in the amount of capital that we and our subsidiaries are required to maintain and our inability to obtain required levels of capital on favourable terms, if at all; the loss of key employees; our inability to obtain reinsurance coverage in sufficient amounts, at reasonable prices or on terms that adequately protect us; the passage of legislation subjecting our businesses to additional adverse requirements, supervision or regulation, including additional tax regulation, in the United States, Bermuda, Canada or other jurisdictions in which we operate; risks associated with applicable laws and regulations relating to sanctions, anti-money laundering and corrupt practices in Canada and in foreign jurisdictions in which we operate; risks associated with government investigations of, and litigation and negative publicity related to, insurance industry practice or any other conduct; risks associated with political and other developments in foreign jurisdictions in which we operate; risks associated with legal or regulatory proceedings or significant litigation; failures or security breaches of our computer and data processing systems; the influence exercisable by our significant shareholder; adverse fluctuations in foreign currency exchange rates; our dependence on independent brokers over whom we exercise little control; financial reporting risks relating to deferred taxes associated with amendments to IAS 12 – Income Taxes; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in associates; our failure to realize deferred income tax assets; risks associated with Canadian or foreign tax laws, or the interpretation thereof; technological or other change that adversely impacts demand, or the premiums payable, for the insurance coverages we offer; disruptions of our information technology systems; assessments and shared market mechanisms that may adversely affect our insurance subsidiaries; risks associated with economic disruptions from global conflicts and the development of other geopolitical events worldwide; and risks associated with tariffs, trade restrictions, or other regulatory measures imposed by domestic or foreign governments that may, directly or indirectly, affect our business. Additional risks and uncertainties are described in our most recently issued Annual Report, which is available at www.fairfax.ca and on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and in our base shelf prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Fairfax disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.

 

 

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