Investigation Overview
An investigation on behalf of current investors Odyssey Re Holdings Corp. (Public, NYSE:ORH), who purchased the shares before September 04, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Odyssey Re Holdings Corp. (Public, NYSE:ORH) arising out of their attempt to sell Odyssey Re Holdings to. Fairfax Financial Holdings Limited. Odyssey Re Holdings Corp. (NYSE: ORH) announced on September 08, 2009 that it received on September 4, 2009 an unsolicited proposal from Fairfax Financial Holdings Limited (TSX and NYSE: FFH) to acquire all of the outstanding shares of common stock of OdysseyRe Holdings Corp. that it does not currently own for $60 per share in cash. Odyssey Re Holdings Corp announced that Financial Holdings Limited currently owns approximately 72.6% of all outstanding shares of common stock of OdysseyRe Holdings Corp.
According to an investigation by a law firm the transaction appears to be unfair to current investors of Odyssey Re Holdings Corp. (NYSE: ORH) because the offer to purchase Odyssey Re Holdings at $60 per share appears opportunistically timed to take advantage of the current economic downturn. Another investigation concerns whether the consideration to be paid to ORH shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of ORH and whether the directors of ORH, including any special committee members, may have breached their fiduciary duties by not acting in ORH shareholders' best interests in connection with the sale process of ORH. Odyssey Re Holdings Corp, located in Stamford, CT, incorporated on March 21, 2001, is a underwriter of reinsurance, providing a full range of property and casualty products on a worldwide basis. It offers both treaty and facultative reinsurance to property and casualty insurers and reinsurers. OdysseyRe also writes insurance business, primarily focused on liability lines, in the United States and London. Odyssey Re Holdings Corp reported in 2007 Total Revenue of $2.98909billion with a Net Income of $595.58million and in 2008 Total Revenue of $3.02382billion with a Net Income of $549.01million. Shares of Odyssey Re Holdings Corp. (NYSE:ORH) traded at $62.50 per share after the announcement and at $50 per share the day before the announcement.