Transaction also includes the acquisition of Stockmens Insurance, Managing General Agents (“MGAs”) in Canada and the US
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asserted
Transaction → include → US
Scott Tannas to become CEO of Canadian Farm and Stockmens and step down as Chair of Western on closing
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Tannas → become → closing
The Western Investment Company of Canada Limited (TSXV: WI) (“Western” or the “Company”) announces that it has entered into a definitive agreement to acquire Canadian Farm Insurance Corp. (“Canadian Farm”), an Alberta-regulated property and casualty insurer, and Stockmens Insurance (“Stockmens”), managing general agencies operating in Canada and the United States (the “Transaction”).
asserted
it → announce → Canada
All funds described in this release are provided in Canadian dollars.
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funds → describe → dollars
To implement the Transaction, Western has entered into a definitive purchase agreement with affiliates of Nilsson Bros. Inc., an integrated livestock and agricultural services group (“NBI”), under which Western will acquire all of the issued and outstanding shares of Canadian Farm and Stockmens for a combined purchase price of $52.5 million, payable on closing.
asserted
Western → implement → closing
The purchase price comprises $42.3 million for Canadian Farm, representing approximately 7x 2026 estimated adjusted profit before tax and $10.2 million for Stockmens, representing approximately 10x 2026 estimated profit before tax.
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price → comprise → tax
Canadian Farm has served the Western Canadian cattle industry for decades and is licensed to write insurance across the country (excluding Quebec).
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Farm → serve → Quebec
Transit insurance is an embedded product that protects animals from the producer’s yard through the auction.
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that → embed → auction
Canadian Farm also writes livestock mortality insurance with market unique extensions that offer coverage for breeding and fertility.
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that → write → breeding
Stockmens comprises two MGAs that distribute mortality insurance for breeding bulls and other high-value cattle on behalf of a Lloyd’s syndicate in Canada and an admitted carrier in the U.S.
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that → comprise → U.S.
The Canadian Farm and Stockmens businesses provide Western with an established, profitable insurance platform that has significant opportunity for scalable expense-lite growth.
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that → provide → growth
Business and Transaction Highlights
- Embedded product with proprietary distribution: Transit insurance is provided at cattle auction markets at the time of the sale.
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insurance → embed → sale
- Proven track record of underwriting profitability: Canadian Farm has generated an underwriting profit in each of the last ten years, with consistently low and stable loss ratios.
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Farm → generate → ratios
- Short-tail, cash-generative book: The transit insurance business, Canadian Farm’s largest and most profitable line, benefits from rapid claims reporting and settlement, supporting cash generation and predictable financial results.
uncertain
business → benefit → generation
- Complementary fee income: Stockmens contributes recurring commission income, diversifying earnings alongside Canadian Farm’s underwriting results and adds a U.S. presence, with licenses held in 18 states.
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Stockmens → contribute → states
Under Western’s ownership, it is anticipated that Canadian Farm would be well-positioned to expand coverage to auction markets across Canada and into complementary lines of business.
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Farm → anticipate → business
Financial Highlights
Source: 2026E based on management estimates
Notes:
- Profit before tax is adjusted to reflect the impact of the premium refund over the historical period
- Profit before tax from Stockmens’ US operations converted at 1.40 CAD/USD exchange rate
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Profit → base → rate
Scott Tannas, Board Chair, Western, said, “I have known the Canadian Farm operation for many years, and I am excited to step into the CEO role.
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I → say → role
Through Lee and Brian Nilsson’s lifetime of dedication to the cattle industry, Canadian Farm has earned the trust of producers and auction markets across Western Canada, and I look forward to building on the foundation that Lee, Brian and the team established, while growing this much-needed business.”
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Lee → earn → business
“Canadian Farm and Stockmens are well-run specialty insurance businesses with a long record of profitable underwriting.
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Farm → run → underwriting
This is a compelling acquisition for Western’s shareholders, and we are excited to welcome Scott back to an operating role as CEO where his leadership and long track record of building successful Canadian businesses will be invaluable.
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leadership → welcome → businesses
We look forward to supporting Scott and the Canadian Farm team as they continue the legacy of the Nilsson brothers.
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they → look → brothers
” said Paul Rivett, Chief Executive Officer, Western.
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Rivett → say → ?
Speaking on the Transaction, Brian and Lee Nilsson, Co-CEOs of NBI, said, “Canadian Farm has served producers with coverage designed by people who understand the cattle business.
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who → speak → business
We are proud of what we have built here in Western Canada and look forward to supporting the continued growth of Canadian Farm under Western’s ownership and Scott’s direction.”
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we → build → ownership
Kyle Pickens, Thermo Companies, added, “This is the type of transaction that Thermo was hoping the Western team would deliver.
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team → add → transaction
We like that Canadian Farm and Stockmens are well managed, niche insurance operations with substantial growth opportunities in its direct markets and expect the Western team to deliver additional value as tangential opportunities arise as a result of being in these two businesses.”
Transaction Details
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opportunities → like → businesses
Prior to Closing, NBI may elect to receive up to $10.5 million of the purchase price through the issuance of up to approximately 9.8 million common shares of Western (the “Common Shares”), with such Common Shares issued at a price of $1.07 per share, representing the 90-day VWAP of the Common Shares as of signing of the definitive agreement.
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Shares → elect → agreement
Any Common Shares issued upon Closing will be legended and restricted from trading in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “TSXV”).
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Shares → issue → Exchange
The sellers have agreed to guarantee $7.0 million in aggregate annual pre-tax earnings across the acquired businesses in each of the first two years following Closing, with any shortfall paid to Western.
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shortfall → agree → Western
On Closing, Scott Tannas will step down as Chair of Western but will remain a director of the Company, and will become Chief Executive Officer of Canadian Farm.
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Tannas → step → Farm
Paul Rivett will become Chair of Western.
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Rivett → become → Western
Consistent with Western’s philosophy, Canadian Farm and Stockmens will operate on a decentralized basis, with Western providing capital and expertise as required.
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Western → operate → capital
The Transaction is expected to close in the first quarter of 2027.
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Transaction → expect → 2027
Concurrent with the Transaction, Western has engaged Desjardins Capital Markets and TD Securities Inc. as joint lead agents and joint bookrunners, on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a best efforts private placement (the “Private Placement”) of approximately 50 million Common Shares at a price of $1.00 per Common Share (the “Offering Price”) for aggregate gross proceeds of approximately $50 million.
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Western → engage → million
The net proceeds of the Private Placement are expected to be used to fund the cash consideration payable in connection with the Transaction.
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proceeds → expect → Transaction
The Private Placement will be conducted in Canada pursuant to applicable private placement exemptions, in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in such other jurisdictions outside Canada and the United States as agreed to by the Company and the Agents.
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Placement → conduct → Company
The Common Shares issued under the Private Placement will be subject to a statutory hold period of four months and one day following the issuance date in accordance with applicable securities laws.
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Shares → issue → laws
The Agents will receive a cash commission equal to 6.0% of the aggregate gross proceeds raised in the Private Placement, other than in respect of sales of the Common Shares that are subject to a president’s list (the “President’s List”), of which a reduced cash commission shall be payable to the Agents from the sale of Common Shares to purchasers on the President’s List.
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commission → receive → List
The Private Placement is integral to the Transaction and the Company intends to rely on the “part and parcel pricing exception” provided for in TSXV policies.
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Company → intend → policies
…and 29 more, not listed.
The Aporia
