Fairfax Financial Holdings Ltd. says that 11,754,097 common shares of Northbridge Financial Corp. were validly deposited to FFHL Group Ltd.’s offer to acquire all of the outstanding common shares of Northbridge, other than those shares already held by Fairfax and its affiliates.

The $39 a share cash offer expired on Tuesday, Jan. 13, the expiry time for the offer.

The shares deposited to the offer represent approximately 66.8% of the outstanding shares of Northbridge not already owned by Fairfax or its affiliates.

As the minimum deposit condition under the offer has been met, Fairfax has taken up and accepted for payment all of the shares validly deposited.

The Toronto-based financial services company and its affiliates now own 41,865,403 shares of Northbridge. That’s about 87.8% of Northbridge’s outstanding shares.

Payment will be made on or before January 16, 2009 to CIBC Mellon Trust Co., as depository, for payment to Northbridge shareholders who have validly deposited their shares under the offer.

Northbridge also announced Tuesday that it plans to convene a shareholders’ meeting as soon to approve a “subsequent acquisition transaction” as described in the Take-Over Bid Circular dated Dec. 8, 2008 to enable Fairfax to acquire the remainder of the shares not tendered to the offer.

Northbridge is the largest commercial property and casualty insurance group in Canada.

IE