Sleep Country Completes Arrangement with Fairfax

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Oct. 1, 2024 /CNW/ - Sleep Country Canada Holdings Inc. ("Sleep Country" or the "Company") (TSX: ZZZ) is pleased to announce the successful completion of the previously announced plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"), pursuant to which 16133258 Canada Inc., a newly-formed and wholly-owned subsidiary of Fairfax Financial Holdings Limited ("Fairfax") (TSX: FFH) (TSX: FFH.U) has acquired all of the issued and outstanding common shares of Sleep Country for $35.00 in cash per common share.

As previously announced, shareholders of Sleep Country overwhelmingly approved the Arrangement at a special meeting of shareholders held on September 18, 2024. Sleep Country obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on September 25, 2024.

In connection with the closing of the Arrangement, Sleep Country's common shares will be de-listed from the Toronto Stock Exchange (the "TSX") shortly following the completion of the Arrangement. Fairfax also intends to cause Sleep Country to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Full details of the Arrangement and certain other matters are set out in Sleep Country's management proxy circular dated August 16, 2024 (the "Circular") which has been filed under its issuer profile on SEDAR+ at www.sedarplus.ca.

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", and similar expressions, identify forward-looking information and forward-looking statements. Forward-looking information herein includes statements regarding: the de-listing of the Company's common shares from the TSX, Fairfax's intention to cause the Company to apply to cease to be a reporting issuer; and other statements that are not historical facts. 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 Circular, as well as the Company's management's discussion and analysis ("MD&A") for Q2 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 issuer profile on SEDAR+ at sedarplus.ca. 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 Circular, the MD&A for Q2 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. Sleep Country's head office is located at 7920 Airport Rd., Brampton, Ontario L6T 4N8. 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. Fairfax's head office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7. For further information, please contact: John Varnell, Vice President, Corporate Development at [phone].

An early warning report will be filed by Fairfax in accordance with applicable Canadian securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from Fairfax upon request by contacting Fairfax at the telephone number and address listed above. Fairfax is providing the information above pursuant to the early warning requirements of applicable Canadian securities laws.

SOURCE Sleep Country Canada Holdings Inc. Investor Relations

For further information, please contact: Craig De Pratto, Chief Financial Officer, [email protected].