Atlas Corp., the London-based owner of Seaspan Corp. and APR Energy is being bought, the company announced in early November.
Atlas has a deal to be purchased by Poseidon Acquisition Corp., an entity formed by certain affiliates of Fairfax Financial Holdings Ltd., certain affiliates of the Washington Family of companies, David Sokol, Chairman of the Board of Atlas, and Ocean Network Express Pte. Ltd.
On Nov. 1, it was announced that the various parties have entered into an agreement under which Poseidon will acquire Atlas in an all-cash transaction for an enterprise value of about $10.9 billion.
Under the terms of the agreement, Poseidon is to acquire all outstanding common shares of Atlas not owned by Fairfax, Washington and Sokol for $15.50 per share in cash. Fairfax, Washington and Sokol currently own about 68% of the outstanding common shares. Atlas would continue payment of all ordinary course quarterly dividends regardless of the timing of any closing.
The per share purchase price represents a 34% premium to Atlas’ unaffected share price as of August 4, 2022, the last trading day prior to a publicly disclosed proposal from Poseidon to acquire Atlas.
“We are pleased to have reached this agreement which, through the combination with Poseidon, introduces Atlas to an important corporate sponsor in the form of ONE,” Nicholas Pitts-Tucker, Chair of the Special Committee of the Board of Atlas, said. “The agreement also provides Atlas’ minority shareholders with a certain cash outcome due to be paid on closing, subject to the approval of a majority of the minority shareholders.
The announcement, Poseidon Corp. said, is the result of a “comprehensive process” in which the Special Committee, with the assistance of external financial and legal advisers, carefully considered Poseidon’s proposal and other strategic alternatives available to Atlas.
“Atlas has continued to develop its long-term strategic partnerships and differentiated business model to position the company for sustainable and quality growth. We believe this transaction with Poseidon is an exciting culmination of those efforts for our shareholders,” Atlas Corp. President and CEO Bing Chen said. “As we look at the industry’s trajectory, we believe the financial, operational and strategic flexibility we will gain as a privately held company with this group of owners and investors will position Atlas, our employees and customers for greater opportunity.”
“I look forward to continuing to work with David and the rest of the Atlas team as we continue our progress, including preparing for the launch of our new vessel fleet, which we expect to be fully delivered by 2024,” he continued.
“Poseidon Acquisition Corp. is pleased to have reached this agreement to acquire the Atlas Corp. shares not previously owned by our shareholders,” Sokol said. “We all look forward to continuing our relationship with our talented CEO Bing Chen and the excellent Atlas, Seaspan and APR Energy employees under his direction.”
The transaction is expected to close in the first half of 2023, subject to approval by holders of a majority of Atlas common shares not owned by Poseidon and its affiliates and certain closing conditions, including receipt of regulatory approvals and third-party consents.
Upon the closing of the transaction, Atlas common shares would cease trading on the New York Stock Exchange, however Atlas preferred shares will continue trading on the NYSE under current terms.
Following completion of the transaction, Washington and Fairfax will own a majority of the equity of Atlas. Chen would continue to serve as President and CEO of Atlas and would contribute his equity in Atlas to become an owner of the company along with Poseidon, according to the terms of the deal.