Atlas ("Atlas" or the "Company") (NYSE: ATCO) and Poseidon Acquisition Corp. ("Poseidon"), an entity formed by certain affiliates of Fairfax Financial Holdings Limited ("Fairfax"), certain affiliates of the Washington Family ("Washington"), David Sokol, Chairman of the Board of Atlas, and Ocean Network Express Pte. Ltd. (“ONE”), and certain of their respective affiliates today announced they have entered into a definitive agreement under which Poseidon will acquire Atlas in an all-cash transaction for an enterprise value of approximately $10.9 billion.
Under the terms of the agreement, Poseidon will acquire all outstanding common shares of Atlas not owned by Fairfax, Washington and Mr. Sokol for $15.50 per share in cash. Fairfax, Washington and Mr. Sokol currently own approximately 68% of the outstanding common shares. Atlas will continue payment of all ordinary course quarterly dividends regardless of the timing of any closing. The per share purchase price represents a 34% premium to Atlas’ unaffected share price as of August 4, 2022, the last trading day prior to a publicly disclosed proposal from Poseidon to acquire Atlas.
“We are pleased to have reached this agreement which, through the combination with Poseidon, introduces Atlas to an important corporate sponsor in the form of ONE,” said Nicholas Pitts-Tucker, Chair of the Special Committee of the Board of Atlas (“Special Committee”). “The agreement also provides Atlas’ minority shareholders with a certain cash outcome due to be paid on closing, subject to the approval of a majority of the minority shareholders. Today’s announcement is the result of a comprehensive process in which the Special Committee, with the assistance of external financial and legal advisers, carefully considered Poseidon’s proposal and other strategic alternatives available to Atlas. Fairfax, Washington, Mr. Sokol and ONE will be outstanding partners as Atlas advances its operational improvements and drives growth to support its customers and enhance opportunities for its employees.”
“Atlas has continued to develop its long-term strategic partnerships and differentiated business model to position the Company for sustainable and quality growth. We believe this transaction with Poseidon is an exciting culmination of those efforts for our shareholders,” said Bing Chen, President and CEO Atlas Corp.
“As we look at the industry’s trajectory, we believe the financial, operational and strategic flexibility we will gain as a privately held company with this group of owners and investors will position Atlas, our employees and customers for greater opportunity. I want to thank all Atlas employees for their continued dedication and hard work. This transaction is a testament to our team’s unwavering commitment to customers and consistent execution. I look forward to continuing to work with David and the rest of the Atlas team as we continue our progress, including preparing for the launch of our new vessel fleet, which we expect to be fully delivered by 2024.” “Poseidon Acquisition Corp. is pleased to have reached this agreement to acquire the Atlas Corp. shares not previously owned by our shareholders," said Mr. Sokol. "We all look forward to continuing our relationship with our talented CEO Bing Chen and the excellent Atlas, Seaspan and APR Energy employees under his direction."
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