Fairfax Financial aims to take Recipe Unlimited private

Fairfax Financial Holdings Ltd. has proposed taking Recipe Unlimited Corp. private in the latest phase for the almost 140-year-old restaurant company.

The deal announced by Recipe Unlimited Tuesday puts a $1.2-billion value on Canada’s oldest and largest full-service restaurant chain, which counts Swiss Chalet, Harvey’s and The Keg among its roughly twodozen brands.

Fairfax is already the controlling shareholder of Recipe Unlimited, owning 38.5 per cent of the equity interest as of the end of last year for about 61 per cent of the voting rights.

The other major shareholder is Cara Holdings Ltd., the holding company of the Phelan family, which would continue as an investor in the company once it goes private.

Recipe Unlimited first went public in 1968, then known as CARA for the first two letters of Canadian Railway, which links back to the company’s original founding in 1883 as the Canada Railway News Co. that catered to railway travellers.

Cara Holdings Ltd. took the company private again in 2004 and in 2013 Fairfax made a deal to bring several restaurants including East Side Mario’s and Casey’s into the company’s portfolio before the company relisted publicly in 2015.

The deal announced Tuesday would see a group of Fairfax affiliates acquire all outstanding shares, except for some shares held by Cara Holdings, at $20.73 in cash.

The offer price represents a 53.4 per cent premium to Recipe Unlimited’s closing price on Aug. 8, according to a company statement. Recipe, however, was trading at about $21 a share as recently as last November before it started declining along with the wider market, and traded above $36 a share in its first year of returning to the market in 2015.

The deal requires the approval of most of the minority shareholders and Recipe Unlimited says its board intends to recommend that shareholders vote in favour of the proposed transaction at a special meeting of shareholders to be held on the matter.

The deal comes only a few days after Fairfax said it and partners were also taking private U.K.-based Atlas Corp., which owns the Seaspan shipping company and APR Energy.

The Atlas deal has Fairfax and partners buying shares at $14.45, which represents a 32.1 per cent premium over the 30-day average closing price on the New York Stock Exchange, but is in line with where the company was trading in late March.

Recipe shares have been under pressure during the pandemic as it had been forced to close in-restaurant dining at many locations.

The company has seen sales rebound lately as restrictions ease, reporting last week that its system sales were up 55 per cent to $873 million. Recipe Unlimited had 1,223 restaurants at the end of the quarter, down from 1,330 last year.