LONDON,
UK, Sept. 28, 2022 /PRNewswire/ - Atlas Corp.
("Atlas" or the "Company") (NYSE: ATCO) today confirmed receipt of
a revised, non-binding proposal from 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., and certain of their respective affiliates (the
"Consortium"), to acquire all of the outstanding common shares of
Atlas, other than common shares owned by Fairfax, Washington, and Mr. Sokol, for $15.50 cash per common share.
The Company notes that the special committee of independent
directors of the Atlas Board and its advisors reviewed, evaluated
and engaged directly with the Consortium members and their advisors
regarding Poseidon's unsolicited proposal dated August 4, 2022, including with respect to the
factors referenced in the Consortium's letter received September 26, 2022, and other factors the special
committee considered important, such as the substantial, long-term
contracted cash flow of the Company's charter operations. The
special committee consistently advised the Consortium that it was
not prepared to recommend the $14.45
per share proposal to shareholders as it did not reflect the
standalone value of the Company. Following receipt of the
Consortium's revised proposal, the special committee informed the
Consortium that, working with its advisors, it is evaluating the
revised offer.
Atlas cautions its shareholders and others considering trading
in Atlas securities that the independent special committee, working
with its advisors, is in the process of carefully reviewing and
evaluating the revised proposal, and no decision has been made yet
with respect to a response to the revised proposal. The revised
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 evaluation and negotiation 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.