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Seaspan Parent Agrees to $10.9 Billion Buyout from Existing Major Shareholders and ONE

Mike Schuler
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November 1, 2022

Asset manager Atlas (NYSE: ATCO), parent to container leasing company Seaspan Corporation, has agreed to a all-cash buyout by an entity made up of its existing major shareholders and Ocean Network Express (ONE).

Atlas and Poseidon Acquisition Corp. announced Tuesday they have entered into a definitive agreement under which Poseidon will acquire Atlas at an enterprise value of approximately $10.9 billion.

The acquisition comes as the container shipping industry is experiencing a faster-than-expected return to pre-pandemic levels following a historic two-year boom cycle during which Seaspan aggressively ordered newbuild ships.

Poseidon is made up of certain affiliates of Fairfax Financial Holdings Limited, the Washington Family, David Sokol, who is Chairman of the Board of Atlas, and ONE. Fairfax, Washington and Mr. Sokol currently own approximately 68% of the ATCO’s outstanding common shares.

Under the terms of the agreement, Poseidon will acquire all outstanding common shares of Atlas not already owned for $15.50 per share in cash, representing a 34% premium to Atlas’ stock’s last close before the acquisition talks were disclosed in early August. The offer was raised in September to the $15.50 per share price from Poseidon’s initial bid of $14.45 per share.

The transaction is expected to close in the first half of 2023 and is subject to approval by holders of a majority of Atlas common shares not owned by Poseidon and its affiliates, as well as certain closing conditions including receipt of regulatory approvals and third-party consents. Upon the closing of the transaction, Atlas common shares will cease trading on the New York Stock Exchange. Atlas preferred shares will continue trading on the NYSE under current terms.

“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,” said Nicholas Pitts-Tucker, Chair of the Special Committee of the Board of Atlas. “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. Today’s announcement 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. Fairfax, Washington, Mr. Sokol and ONE will be outstanding partners as Atlas advances its operational improvements and drives growth to support its customers and enhance opportunities for its employees.”

Following completion of the transaction, Washington and Fairfax will own a majority of the equity of Atlas. Bing Chen, President and CEO Atlas Corp., will continue to serve in those roles and will contribute his equity in Atlas to become an owner of the company alongside Poseidon.

Atlas Corporation’s portfolio includes Seaspan Corporation, a containership leasing company, and APR Energy, which provides mobile power plants to underserved markets and industries. Seaspan’s fleet consists of 131 containerships and another 70 under construction, representing over 1.95M TEU on a fully-delivered basis.

“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,” said Chen. “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 want to thank all Atlas employees for their continued dedication and hard work. This transaction is a testament to our team’s unwavering commitment to customers and consistent execution. 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.”

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