- Canadian Farm is a niche livestock transit insurance franchise with an established distribution channel through Western Canadian cattle auction markets
- Transaction also includes the acquisition of Stockmens Insurance, Managing General Agents (“MGAs”) in Canada and the US
- Scott Tannas to become CEO of Canadian Farm and Stockmens and step down as Chair of Western on closing
- Foundational step forward in Western’s development into an insurance and investments platform
- Concurrent best efforts private placement targeting approximately $50 million of gross proceeds
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
TORONTO, Oct. 19, 2026 (GLOBE NEWSWIRE) — 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”). All funds described in this release are provided in Canadian 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. NBI is one of the largest operators of livestock auction markets in Western Canada. The acquisition of Canadian Farm is conditional upon regulatory approval.
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.
Canadian Farm has served the Western Canadian cattle industry for decades and is licensed to write insurance across the country (excluding Quebec). It is one of the few insurers in Canada with a dedicated transit insurance business for cattle auction markets. Transit insurance is an embedded product that protects animals from the producer’s yard through the auction. Canadian Farm also writes livestock mortality insurance with market unique extensions that offer coverage for breeding and fertility.
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.
The Canadian Farm and Stockmens businesses provide Western with an established, profitable insurance platform that has significant opportunity for scalable expense-lite growth.
Business and Transaction Highlights
- Embedded product with proprietary distribution: Transit insurance is provided at cattle auction markets at the time of the 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.
- 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.
- 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.
- Growth opportunities: 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.
Financial Highlights
| (C$000s) | 2023A | 2024A | 2025A | 2026E |
| Canadian Farm Insurance Corp. | ||||
| Gross written premium | 20,444 | 22,920 | 27,127 | 29,786 |
| Livestock transit | 8,891 | 9,772 | 11,664 | 12,828 |
| Livestock mortality | 4,153 | 4,740 | 6,226 | 6,901 |
| Specialty Fronting | 7,401 | 8,409 | 9,238 | 10,057 |
| Adjusted Profit Before Tax 1 | 5,086 | 5,708 | 5,502 | 6,158 |
| Net loss ratio | 32.7 % | 36.4 % | 37.9 % | 38.8% |
| Combined ratio 1 | 51.8% | 57.6% | 65.6% | 67.7% |
| Stockmens (Canada and U.S.) | ||||
| Profit Before Tax 2 | 591 | 642 | 745 | 1,022 |
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
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. 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.”
“Canadian Farm and Stockmens are well-run specialty insurance businesses with a long record of profitable 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. We look forward to supporting Scott and the Canadian Farm team as they continue the legacy of the Nilsson brothers.” said Paul Rivett, Chief Executive Officer, Western.
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. 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.”
Kyle Pickens, Thermo Companies, added, “This is the type of transaction that Thermo was hoping the Western team would deliver. 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
The purchase price of $52.5 million is payable in full on closing of the Transaction (the “Closing”). 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. 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”). The purchase price of the Transaction is subject to customary post-closing adjustments.
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.
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. Paul Rivett will become Chair of Western. Consistent with Western’s philosophy, Canadian Farm and Stockmens will operate on a decentralized basis, with Western providing capital and expertise as required.
The Transaction is expected to close in the first quarter of 2027. Closing is subject to the approval of the Alberta Minister of Finance under the Insurance Act (Alberta) in respect of the acquisition of Canadian Farm, acceptance of the TSXV, and other customary closing conditions.
Concurrent Private Placement
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. The net proceeds of the Private Placement are expected to be used to fund the cash consideration payable in connection with the 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. 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.
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.
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.
The Private Placement is expected to close on or about November 3, 2026, and is subject to customary closing conditions, including acceptance of the TSXV.
Conference Call
Western will host a conference call for shareholders on October 20, 2026 9:00AM ET to discuss the Transaction. The call can be accessed through:
Zoom: https://us06web.zoom.us/j/82285299283?pwd=elIrQBHgm1NtuoHBK2rtyQU5Ag_lpw.FJfRTthpNm9Z7ZQ-
Passcode: 830103
Dial-ins:
Canada: +1 780 666 0144
US: +1 646 558 8656
Webinar ID: 822 8529 9283
A copy of the presentation will be available on Western’s website following the conference call.
About The Western Investment Company of Canada Limited
Western is an insurance and investments holding company focused on decentralized ownership of insurance businesses and centralized investment management. Western’s shares are traded on the TSX Venture Exchange under the symbol WI.
For more information on Western, please visit its website at www.westerninvest.ca.
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CONTACT INFORMATION – The Western Investment Company of Canada Limited
Pablo Dancuart, Chief Financial Officer, [email protected]
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Non-GAAP Measures
This press release includes certain performance measures (“non-GAAP measures”) which are not specified, defined, or determined under generally accepted accounting principles (in the Company’s case, International Financial Reporting Standards, or “IFRS”).
Forward-looking Disclaimer
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to future results and plans for Western and its associated companies, acquisitions, financings and returns. Statements containing the words: ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’ and any other words of similar meaning are forward-looking. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Specifically, forward-looking information in this news release includes, among other things, statements in respect of: the Transaction; the terms of the Transaction, including the anticipated purchase price; required regulatory approvals; the anticipated timing of Closing; the characteristics of the acquired businesses after the completion of the Transaction; certain strategic benefits and opportunities expected to result from the Transaction; financial measures following the closing of the transaction; and expectations regarding the Private Placement, including the expected use of proceeds. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond Western’s control.
The forward-looking statements are based on certain key expectations and assumptions made by Western, including expectations and assumptions concerning the ability of Western to successfully implement its strategic plans and initiatives and general market and economic conditions.
Although Western believes that the expectations and assumptions on which the forward-looking statements made by Western are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that the transaction may not be effected as currently proposed; risks that requisite approvals may not be obtained in a timely manner in form and substance acceptable to Western; risks relating to the availability of financing for the Transaction, including the expanded debt facility; risks relating to the Vendors’ ability to satisfy their obligations under the earnings guarantee; Western’s ability to realize expected benefits of the Transaction; risks relating to the applicable economic and political environments and current industry conditions; risks relating to regulatory compliance and changes in insurance laws, regulations, capital requirements and market conduct requirements in Canada and the United States; risks inherent in the insurance business, including underwriting and claims risk, the adequacy of claims reserves, and the availability and cost of reinsurance; risks relating to the concentration of Canadian Farm in the livestock sector; risks relating to the continuation of Canadian Farm’s arrangement with NBI’s auction markets; risks relating to demand for the products and services provided by Canadian Farm and Stockmens; risks relating to future growth prospects and business opportunities; and risks that management is not able to execute its business strategy, and the impact of general economic conditions in Canada and the United States. A description of additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Western’s disclosure documents on the SEDAR+ website at www.sedarplus.ca.
The forward-looking statements contained in this news release are made as of the date hereof and Western undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This news release also contains financial outlook information (“FOFI“) about prospective results of operations and book value, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release to provide information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for any other purpose. Western disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, except as required by applicable law.
Financial and other information concerning Canadian Farm and Stockmens contained in this news release has been provided by NBI or derived from the unaudited internal and statutory financial information of Canadian Farm and Stockmens. Western has not independently verified such information, and such information may differ from results that would be reported under Western’s accounting policies following closing.
“Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.“
