U.K.-based asset manager Atlas (ATCO) and Poseidon Acquisition Corp., an entity formed by certain affiliates of Fairfax Financial Holdings Limited, certain affiliates of the Washington Family, David Sokol, Chairman of the Board of Atlas, and Ocean Network Express Pte. Ltd. and certain of their respective affiliates on Tuesday said Poseidon would acquire Atlas in an all-cash transaction for an enterprise value of approximately $10.9 billion.
The definitive agreement says Poseidon would 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 approximately 68 percent of the outstanding common shares. The per share purchase price represents a 34 percent 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.
Atlas would continue payment of all ordinary course quarterly dividends regardless of the timing of any closing.
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.
Upon the closing of the transaction, Atlas common shares would cease trading on the New York Stock Exchange. Atlas preferred shares would continue trading on the NYSE under current terms.
Following completion of the transaction, Washington and Fairfax would own a majority of the equity of Atlas. Bing 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.
Morgan Stanley & Co. LLC is serving as financial advisor to the Special Committee of the Board of Atlas whereas Gibson, Dunn & Crutcher LLP and Morris, Nichols, Arsht & Tunnell LLP are serving as legal advisors.
Citi is serving as financial advisor to Ocean Network Express Pte. Ltd and Latham & Watkins LLP is serving as legal advisor.
Torys LLP is serving as legal advisor to Fairfax, K&L Gates LLP is serving as legal advisor to Washington, and Honigman LLP is serving as legal advisor to David Sokol and Poseidon.
Shares of Atlas Corp are currently trading in pre-market at $14.79, down $0.01 or 0.07 percent from the previous close.
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