The Transaction will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") and is expected to close in the fourth quarter of 2024. The Transaction is subject to customary conditions, including the receipt of shareholder and court approvals and regulatory approval under the Competition Act (Canada). Completion of the transaction is not subject to a financing condition. In connection with and subject to closing the Transaction, the Company will apply to have its common shares delisted from the TSX and the Company will cease to be a reporting issuer under Canadian securities laws.

Board of Directors' Recommendation

The Transaction was reviewed and overseen by the Special Committee. The Board, on the unanimous recommendation of the Special Committee, in consultation with its financial and legal advisors, and following a consideration of a number of factors, unanimously determined that the Arrangement is fair to Sleep Country shareholders and is in the best interests of Sleep Country, and  recommended that Sleep Country shareholders vote in favour of the Arrangement at a special meeting of Sleep Country's shareholders to be held to consider the Arrangement and approve the Transaction (the "Meeting").

Fairness Opinions

In connection with such determinations and resolutions, the Special Committee and the Board received an opinion from CIBC Capital Markets to the effect that, as of July 21, 2024, the consideration to be received by the holders of Sleep Country common shares is fair, from a financial point of view, to such holders, subject to the limitations, qualifications, assumptions and other matters set forth in such opinion. The Special Committee also received an independent opinion from Blair Franklin Capital Partners as of that same date, on a fixed-fee basis, to the effect that the consideration to be received by the holders of Sleep Country common shares is fair, from a financial point of view to such holders, subject to the limitations, qualifications, assumptions and other matters set forth in Blair Franklin Capital Partners' opinion.

Other Transaction Details

The Arrangement will be subject to the approval of (i) at least 66 2/3% of the votes cast by holders of all Sleep Country common shares present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by shareholders at the Meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition to shareholder approval, the Arrangement is subject to approval by the Ontario Superior Court of Justice (Commercial List) and regulatory approval under the Competition Act (Canada), as well as the satisfaction of certain other customary closing conditions. The completion of the Arrangement is not subject to any financing condition.

In connection with the Transaction, directors and certain officers of the Company collectively holding approximately 1.7% of the issued and outstanding common shares have entered into voting support agreements pursuant to which they have each agreed, among other things, to vote all Sleep Country common shares owned or controlled by them in favour of the Arrangement at the Meeting, in each case subject to the terms and conditions of their respective agreements.

The Arrangement Agreement contains customary non-solicitation covenants which are subject to a customary  "fiduciary out" provision that allows Sleep Country to terminate the Arrangement Agreement to accept a superior proposal in certain circumstances (subject to a customary "right to match" in favour of Fairfax). Sleep Country has agreed to pay Fairfax a termination fee of $36.5 million in the event that the Arrangement Agreement is terminated in certain circumstances.

Further details of the Transaction, the Arrangement and the Meeting will be set out in the management information circular (the "Circular") that will be prepared and mailed to Sleep Country shareholders in connection with the Meeting, and which will be filed by the Company under its issuer profile on SEDAR+ at www.sedarplus.com.

The Company expects to call and hold the Meeting of shareholders prior to the end of the third quarter of 2024. Further information regarding the special meeting, including the record and meeting date, is expected to be made available in the coming weeks. The Arrangement is expected to close in the fourth quarter, subject to receipt of the required approvals and the satisfaction or waiver of all conditions to closing.

Advisors and Counsel

CIBC Capital Markets is acting as financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal advisor to the Special Committee and the Company. Blair Franklin Capital Partners is acting as financial advisor to the Special Committee, including providing a fixed-fee fairness opinion regarding the Transaction. Torys LLP is acting as legal advisor to Fairfax.

Forward-Looking Information

Certain information in this news release contains forward-looking information and forward-looking statements, which reflect our current view with respect to anticipated events as well as the Company's objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. Wherever used, the words "may", "will", "anticipate", "intend", "estimate", "expect", "plan", "believe", "look forward", "new chapter", "continue" and similar expressions, identify forward-looking information and forward-looking statements. Forward-looking information and forward-looking statements should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All the information in this news release, containing forward-looking information or forward-looking statements, is qualified by these cautionary statements.

Forward-looking information and forward-looking statements are based on information available to Sleep Country at the time they are made, underlying estimates, opinions and assumptions made by Sleep Country and management's current good faith belief with respect to future strategies, prospects, events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally. Such risks and uncertainties include, but are not limited to, those described in the Company's MD&A for Q1 2024 under the sections "Risk Factors" and those described in the Company's 2023 annual information form (the "AIF") filed on March 6, 2024, both of which can be accessed under the Company's profile on SEDAR+ at sedarplus.ca. In addition, forward-looking information in this news release is subject to a number of additional risks and uncertainties, including (i) the possibility that the Transaction will not be completed on the terms and conditions or timing currently contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, required shareholder, court and regulatory approvals, the failure to satisfy other conditions of closing or other circumstances contemplated by the Arrangement Agreement; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement, completion or termination of the Transaction which could have a material impact on Sleep Country's business and financial condition during the period prior to the closing of the Transaction and upon any termination of the Transaction; (c) risks relating to Sleep Country's ability to retain and attract key personnel in the period prior to the closing of the Transaction; (d) contractual restrictions imposed on Sleep Country's business under the Arrangement Agreement in the period prior to the closing of the Transaction; and (e) the dedication by Sleep Country of significant resources to pursuing the Transaction. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be less significant may also adversely affect the Company.

The Company cautions that the list of risk factors and uncertainties described above and in the MD&A for Q1 2024 and the AIF are not exhaustive and that should certain risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual strategies, prospects, events, performance and results may vary significantly from those expected. There can be no assurance that the actual strategies, prospects, results, performance, events or activities anticipated by the Company will be realized or even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Readers are urged to consider the risks, uncertainties, and assumptions carefully in evaluating the forward-looking information and forward-looking statements and are cautioned not to place undue reliance on such information and statements. The Company does not undertake to update any such forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

About Sleep Country

Sleep Country is Canada's leading specialty sleep retailer with a purpose to transform lives by awakening Canadians to the power of sleep. Sleep Country operates under the retailer banners; Sleep Country Canada, Dormez-vous, the rest, Endy, Silk & Snow, Hush and Casper Canada. The Company has omnichannel and eCommerce operations, including 307 corporate-owned stores and 18 warehouses across Canada. Recognized as one of Canada's Most Admired Corporate Cultures in 2022 by Waterstone Human Capital, Sleep Country is committed to building a company culture of inclusion and diversity where differences are embraced and valued. The Company actively invests in its sleep ecosystem, innovative products, world-class customer experience, communities and its people. For more information about Sleep Country, please visit https://ir.sleepcountry.ca

About Fairfax

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

SOURCE Sleep Country Canada Holdings Inc. Investor Relations

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