RECIPE UNLIMITED ENTERS INTO DEFINITIVE AGREEMENT WITH FAIRFAX

TORONTO, Sept. 1, 2022 /CNW/ - Recipe Unlimited Corporation ("Recipe" or the "Company") (TSX:RECP.TO) announced today that it has entered into an arrangement agreement (the "Arrangement Agreement") with 1000297337 Ontario Inc. (the "Purchaser"), a newly-formed subsidiary of Fairfax Financial Holdings Limited ("FFHL") and FFHL, as guarantor, in respect of a transaction (the "Transaction") whereby the Purchaser will acquire all of the multiple voting shares ("MVS") and subordinate voting shares ("SVS", and together with "MVS", the "Shares") in the capital of the Company, other than those Shares owned by FFHL and its affiliates (collectively, "Fairfax") and 9,398,729 MVS owned by Cara Holdings Limited ("CHL", and together with Fairfax, the "Buying Group"), at a purchase price of $20.73 per Share (the "Purchase Price"), payable in cash. Today's announcement is the culmination of the negotiations that took place following the August 9, 2022 announcement of the signing of a letter of intent by the Company and the Buying Group in respect of the Transaction. The signing of the Arrangement Agreement followed the recommendation of the independent special committee (the "Special Committee") of the board of directors of the Company (the "Board").  The Purchase Price represents a 53.4% premium to the closing price on August 8, 2022, and a 59.2% and 58.1% premium to the 30- and 60-trading-day volume weighted average price, respectively, as of the end of trading on August 8, 2022.