LONDON, UK, Aug. 18, 2022 /PRNewswire/ - Atlas ("Atlas" or
the "Company") (NYSE: ATCO) announced today that its board of
directors (the "Board") has already formed a special committee of
independent directors to evaluate the unsolicited non-binding
proposal from Poseidon Acquisition Corp. ("Poseidon") received by
the Board on August 4, 2022. The
special committee has already retained Morgan Stanley & Co. LLC
as its financial advisor, and also has already retained legal
counsel, in connection with its evaluation of the proposal.
As previously announced, Poseidon is 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., and certain of their
respective affiliates. Poseidon has proposed to acquire all of the
outstanding common shares of Atlas, other than common shares owned
by Fairfax, Washington, Mr. Sokol
and certain executive officers of the Company, for $14.45 cash per common share.
Fairfax, Washington and Mr. Sokol, together with certain
of their respective affiliates, collectively own more than 50% of
the Company's outstanding common shares.
Atlas cautions its shareholders and others considering trading
in Atlas securities that the Board has only recently received the
proposal, the special committee, working with its advisors, is in
the process of carefully reviewing and evaluating the proposal, and
no decision has been made yet with respect to a response to the
proposal. The proposal constitutes only an indication of interest
by Poseidon and does not constitute a binding commitment with
respect to the proposed transaction or any other transaction. No
agreement, arrangement or understanding between Atlas and Poseidon
relating to any proposed transaction will be created unless
definitive documentation is executed and delivered by the
appropriate parties.
Atlas does not undertake any obligation to provide any updates
with respect to this or any other transaction, or to provide any
additional disclosures to reflect subsequent events, new
information or future circumstances, except as required under
applicable law.
About Atlas
Atlas is a leading global asset management company,
differentiated by its position as a best-in-class owner and
operator with a focus on disciplined capital deployment to create
sustainable shareholder value. We target long-term, risk-adjusted
returns across high-quality infrastructure assets in the maritime
sector, energy sector and other infrastructure verticals. For more
information, visit atlascorporation.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements
included in this press release other than statements of historical
fact, including, but not limited to, expectations regarding the
proposed transaction, the formation of a special committee of
independent directors and the evaluation and any negotiation and
consummation of any transaction are forward-looking statements.
These forward-looking statements represent Atlas' estimates and
assumptions only as of the date of this release and are not
intended to give any assurance as to future results. As a result,
you are cautioned not to rely on any forward-looking statements.
Forward-looking statements appear in a number of places in this
release. Although these statements are based upon assumptions Atlas
believes to be reasonable based upon available information, they
are subject to risks and uncertainties. Forward-looking statements
in this release are estimates and assumptions reflecting the
judgment of senior management and involve known and unknown risks
and uncertainties. These forward-looking statements are based upon
a number of assumptions and estimates that are inherently subject
to significant uncertainties and contingencies, many of which are
beyond Atlas' control. Actual results may differ materially from
those expressed or implied by such forward-looking statements.
Accordingly, all forward-looking statements should be considered in
light of various important factors listed above and including, but
not limited to, those set forth in "Item 3. Key Information—D. Risk
Factors" in Atlas' Annual Report for the year ended December 31, 2021 on Form 20-F filed with the SEC
on March 24, 2022, and in its
subsequent filings with the SEC. Atlas does not intend to revise
any forward-looking statements in order to reflect any change in
its expectations or events or circumstances that may subsequently
arise. Atlas expressly disclaims any obligation to update or revise
any of these forward-looking statements, whether because of future
events, new information, a change in Atlas' views or expectations,
or otherwise. You should carefully review and consider the various
disclosures included in Atlas' Annual Report and in Atlas' other
filings made with the SEC that attempt to advise interested parties
of the risks and factors that may affect Atlas' businesses,
prospects and results of operations.
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SOURCE Atlas Corp.