Court Says Stockholders Can Vote on Fairfax-Zenith Insurance Merger

April 22, 2010

Zenith National Insurance Corp. announced today that the Delaware Court of Chancery, ruling from the bench after hearing arguments from plaintiffs who had filed actions in both Delaware and California, has denied the preliminary injunction that was filed to attempt to prevent the stockholder vote on the pending merger with Fairfax Financial Holdings Ltd.

In February, Fairfax Financial Holdings Ltd said it planned to buy all the shares of U.S. insurer Zenith National Insurance Corp that it does not already own in a deal worth about $1.4 billion. The deal would have made Fairfax the seventh largest workers’ compensation insurance writer in the state, on a pro forma basis, based on analysis of SNL’s 2008 statutory market share data. However, legal actions were filed in both Delaware and California attepting to block a stockholder vote on the merger.

In connection with the proposed transaction, a definitive proxy statement and a form of proxy was filed with the SEC and mailed to stockholders of record as of March 26, 2010.

Zenith National Insurance Corp., a Delaware corporation incorporated in 1971, is a holding company engaged, through its wholly-owned subsidiaries, Zenith Insurance Co. and ZNAT Insurance Co., in the workers’ compensation insurance business, nationally.

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