Fairfax Financial Holdings Limited, Ocean Network Express Pte. Ltd., Washington Family and David L. Sokol completed the acquisition of remaining 32% stake in Atlas Corp..
March 27, 2023
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Fairfax Financial Holdings Limited (TSX:FFH), Ocean Network Express Pte. Ltd., Washington Family and David L. Sokol entered into non-binding proposal letter to acquire remaining 32% stake in Atlas Corp. (NYSE:ATCO) for $1.2 billion on August 4, 2022. Fairfax Financial Holdings Limited (TSX:FFH), Ocean Network Express Pte. Ltd., Washington Family and David L. Sokol entered into a definitive agreement to acquire remaining 32% stake in Atlas Corp. (NYSE:ATCO) for $1.4 billion on October 31, 2022. As per the transaction, the consortium will pay $14.45 per share to the shareholders of Atlas Corp. Upon the closing of the transaction, Atlas common shares will cease trading on the New York Stock Exchange (NYSE). 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. The Board established a Special Committee consisting of independent directors to consider and negotiate the proposal. Chen will continue to serve as President and CEO of Atlas and will contribute his equity in Atlas to become an owner of the Company along with Poseidon. As of September 26, 2022, Fairfax Financial Holdings Limited (TSX:FFH), Ocean Network Express Pte. Ltd., Washington Family and David L. Sokol announced today it has unilaterally increased its bid price to acquire all of the outstanding common shares of Atlas that the Consortium does not already own or control to $15.50 per share in cash. Upon termination of the merger agreement under certain circumstances, the company may be required to pay Poseidon a termination fee equal to $60 million. The transaction will be financed from available cash on hand. Atlas announced that, following the recommendation of the Special Committee and unanimous approval of the Board, Atlas had entered into a merger agreement with Poseidon on October 31, 2022.The transaction is subject to approval of competitive laws, including receipt of regulatory approvals, third-party consents & offer by Atlas Corp.'s shareholders. The transaction is expected to close in the first half of 2023. As of February 24, 2023, shareholders of Atlas Corp. approved the merger.
Michael Horwitz, David A. Chaikof and David Mattingly of Torys LLP acted as legal advisor to Fairfax Financial Holdings Limited, Latham & Watkins LLP acted as legal advisor to Ocean Network Express Pte. Ltd., K&L Gates LLP acted as legal advisor to Washington Family. Tracy Larsen; Jeff Kuras; Barbara Kaye of Honigman LLP acted as legal advisor to Poseidon Acquisition Corp. David L Sokol. Morgan Stanley & Co. LLC acted as financial advisor to Atlas Corp. K&L Gates LLP acted as legal advisor to Washington Family. Honigman LLP acted as legal advisor to David L. Sokol. Gibson, Dunn & Crutcher LLP and Gibson, Dunn & Crutcher LLP acted as legal advisor to special committee. Citibank, N.A. acted as financial advisor to Ocean Network Express Pte. Ltd. Morgan Stanley & Co. LLC acted as fairness opinion provider to Atlas Corp.
Fairfax Financial Holdings Limited (TSX:FFH), Ocean Network Express Pte. Ltd., Washington Family and David L. Sokol completed the acquisition of remaining 32% stake in Atlas Corp. (NYSE:ATCO) on March 28, 2023.
Fairfax Financial Holdings Limited is a Canada-based holding company. The Company, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management. The Companyâs segments include Property and Casualty Insurance and Reinsurance, Life insurance and Run-off and Non-insurance companies. The Property and Casualty Insurance and Reinsurance segment includes North American Insurers, Global Insurers and Reinsurers and International Insurers and Reinsurers. The Life Insurance and Run-off segment include Eurolife and Run-off. The Non-insurance companies segment includes restaurants and retail, Fairfax India, Thomas Cook India and others. Eurolife underwrites traditional life insurance policies (endowments, deferred annuities, whole life and term life), group benefits, including retirement benefits, and accident and health insurance policies. The North American Insurers include Northbridge, Crum & Forster and Zenith National.
Fairfax Financial Holdings Limited, Ocean Network Express Pte. Ltd., Washington Family and David L. Sokol completed the acquisition of remaining 32% stake in Atlas Corp..