Poseidon Acquisition Corp. Continues Discussions to Acquire All Common Shares of Atlas Corp. Not Controlled by Consortium Members
07 10월 2022 - 6:10AM
Poseidon Acquisition Corp., on behalf of a consortium composed of
David L. Sokol, Chairman of the Board of Directors of Atlas Corp.
(NYSE: ATCO) (“Atlas” or the “Company”), certain affiliates of
Fairfax Financial Holdings Limited (collectively, “Fairfax”)(TSX:
FFH and FFH.U), the Washington Family, and Ocean Network Express
Pte. Ltd., a global container, transportation and shipping company
(the “Consortium”), announced today it believes it has made
meaningful progress in its discussions with the Special Committee
of the Board of Directors of Atlas to acquire all of the
outstanding common shares of Atlas that the members of the
Consortium do not already own or control for $15.50 per share in
cash, plus payment of all ordinary course third quarter and fourth
quarter 2022 dividends regardless of the timing of any closing (the
“Proposed Transaction”). There is no binding agreement with respect
to the Proposed Transaction, and negotiations remain subject to
significant contingencies, including completion of due diligence by
the Consortium (expected to be commenced promptly), the negotiation
and execution of a mutually acceptable definitive agreement, and
confirmation and documentation of fully committed financing. In
addition, the closing of the Proposed Transaction, if a definitive
agreement is reached, would be contingent upon the approval of
holders of a majority of the Atlas common shares not owned by
Consortium members and the satisfaction of additional mutually
acceptable closing conditions to be contained in a definitive
agreement. The Consortium does not expect to make any further
announcements or updates unless and until a definitive agreement is
executed or discussions with the Special Committee are terminated.
Additional Information and Where to Find It
Any solicitation will only be made through materials filed with
the Securities and Exchange Commission (the “SEC”). Atlas
shareholders and other interested parties are urged to read these
materials if and when they become available because they will
contain important information. Atlas shareholders will be able to
obtain such documents (when available) free of charge at the SEC’s
web site, www.sec.gov.
Forward-Looking Statements
This press release contains statements regarding the proposed
transaction that may be deemed to be “forward-looking statements”
within the meaning of applicable securities laws and members of the
Consortium may make related oral, forward-looking statements on or
following the date hereof. Forward-looking statements, by their
nature, are subject to a variety of inherent risks and
uncertainties that could cause actual results to differ materially
from the results projected. Many of these risks and uncertainties
cannot be controlled by the Consortium and include the possibility
that discussions with the Special Committee may not be successful
and the possibility that the proposed transaction may not be
entered into or completed on the terms described in this press
release or at all. Any forward-looking statements in this press
release are made only as of the date of this press release. No
member of the Consortium assumes any obligation to publicly update
any forward-looking statements except as required by law. No
information contained on any website referenced in this press
release is incorporated by reference herein.
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which,
through its subsidiaries, is primarily engaged in property and
casualty insurance and reinsurance and the associated investment
management.
Contacts:
Consortium: David L. Sokol - sokol@poseidonacq.com
Fairfax: John Varnell, Vice President, Corporate Development -
+1-416-367-4941
Atlas (NYSE:ATCO)
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Atlas (NYSE:ATCO)
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