Chairman of Atlas Corp., Fairfax Financial Holdings Limited and the Washington Family Partner With Ocean Network Express Pte. Ltd. To Jointly Propose Acquiring All Common Shares of Atlas Corp. Not Controlled by Its Majority Shareholders for $14.45 per Shar
05 August 2022 - 7:00AM
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. (the “Consortium”), a
global container, transportation and shipping company, announced
today that they have jointly proposed to acquire all of the
outstanding common shares of Atlas that the Consortium does not
already own or control for $14.45 per share in cash, which
represents a 32.1% and 28.8% premium over the 30 day and 60 day
average closing prices of the Company’s common shares of $10.94 and
$11.22, respectively. The non-binding proposal was conveyed on
August 4, 2022 in a letter to Atlas’ Board of Directors.
Fairfax, the Washington Family, and David L. Sokol own or
control approximately 68% of the fully-diluted outstanding common
shares of Atlas and would continue their ownership in Atlas as part
of the Consortium. Accordingly, the Proposal would not result in a
change in control of the Company. Consortium members have committed
to fully fund the cash component of the Proposal. It is
contemplated that all Atlas preferred shares would remain
outstanding following the proposed transaction.
David L. Sokol, Chairman of the Board of Directors and member of
the Consortium stated: “The Consortium believes the proposed
transaction will provide Atlas’s common shareholders with immediate
liquidity and certainty of value at a significant premium to the
current share price, while allowing Atlas to focus on the long term
without the emphasis on short-term results and providing Atlas with
an ideal strategic partner to support its future growth.”
The Consortium’s proposal provides that Atlas’s board of
directors would form a special committee of independent directors
fully-empowered to review and accept or reject the proposed
transaction and to consider and negotiate the terms of the proposed
transaction on behalf of the Atlas board of directors, and that the
special committee will select and retain independent legal and
financial advisors to assist in its review of the proposed
transaction.
The Consortium’s proposal further provides that the proposed
transaction will be subject to a non-waivable condition requiring
approval by holders of a majority of Atlas common shares not owned
or controlled by the Consortium, senior management or their
respective affiliates.
In its proposal letter, the Consortium informed the Atlas board
of directors that the members of the Consortium who are currently
shareholders of Atlas are interested only in acquiring the
remaining common shares of Atlas that they do not currently own or
control, and have no interest in selling any of the shares they own
or control, nor would they expect, in their capacity as
shareholders, to vote in favor of any alternative sale, merger or
similar transaction involving Atlas. If the special committee does
not approve, or the other common shareholders of Atlas do not
approve, the proposed transaction, Fairfax, the Washington Family
and David L. Sokol presently intend to continue as long-term
shareholders of Atlas.
Additional Information and Where to Find It
An agreement in respect of the proposed transaction described in
this press release has not yet been executed, and this press
release is not an offer to purchase or a solicitation of an offer
to sell any securities. Any solicitation or offer 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 of the Atlas board of
directors 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, including as a
result of changes in the business or prospects of Atlas. 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. Sokolsokol@poseidonacq.com
Fairfax: John Varnell, Vice President, Corporate Development -
+1-416-367-4941
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