LONDON,
UK, Aug. 5, 2022 /CNW/ - Atlas ("Atlas" or the
"Company") (NYSE: ATCO) announced today that its board of directors
(the "Board") has received a non-binding proposal letter, dated
August 4, 2022, 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, 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.
The proposal letter states that a transaction would be subject
to two non-waivable conditions: approval and recommendation
by a special committee of independent directors of the Board and
approval by the holders of a majority of the outstanding common
shares of the Company not owned by the Consortium. The proposal
letter indicated the proposal may be modified or withdrawn at any
time.
The Board intends to establish a special committee consisting of
independent directors of the Board to consider the proposal.
Atlas cautions its shareholders and others considering trading
in Atlas securities that Atlas has only recently received the
proposal letter and has not had an opportunity to carefully review
and evaluate the proposal or make any decision with respect to
Atlas 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 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.