Contract
2022 年 11 月 2 日
各 位
会社名:xx汽船株式会社代表者名:代表取締役社⾧ 社⾧執行役員 xx xx
（コード番号 9107 東証プライム）問合せ先:コンテナ船事業グループ⾧ xx xx
（℡ 00-0000-0000）
当社持分法適用関連会社を含むコンソーシアムによる Atlas Corp.社株式取得合意のお知らせ
2022 年 8 月 5 日付「当社持分法適用会社を含むコンソーシアムによる Atlas Corp.社に対する株式取得提案のお知らせ」において公表したとおり、当社の持分法適用関連会社である OCEAN NETWORK EXPRESS PTE. LTD.（以下、「ONE 社」という。）は、2022 年８月 4 日（米国時間）、Atlas Corp.(以下、「Atlas 社」という。 NYSE 上場: 証券コードATCO) *の主要株主２者及びAtlas 社会⾧との間でコンソーシアムを組成のうえ、Atlas社に対しコンソーシアム以外の株主が保有する同社の発行済普通株式の取得を共同で提案し、Atlas 社取締役によって構成される特別委員会との間で協議を行ってまいりました。
今般、米国時間 2022 年 11 月 1 日（日本時間 2022 年 11 月 2 日）、コンソーシアムが Atlas 社と同社普通株式取得の合意に至りましたので、下記のとおりお知らせします。
記
1． 概要
ONE 社は、Atlas 社の主要株主２者及び Altas 社会⾧との間でコンソーシアムを組成し、コンソーシアムメンバー以外の株主が保有するAtlas 社発行済普通株式の取得を、2022 年 8 月 4 日にAtlas 社取締役会に共同提案し、Atlas 社特別委員会と協議を行ってまいりました。
今般、コンソーシアムと Atlas 社の間で株式取得に関する契約を締結しました。Atlas 社の発行済み普通株式の約 68％を保有するコンソーシアムは、本契約に従って、ニューヨーク証券取引所で流通するAtlas 社の主要株主２者及びAtlas 社会⾧等以外の普通株式を、2022 年 8 月 4 日の終値比に 34%のプレミアムを付した一株当たり 15.5 米ドルを現金にて取得することに合意しました。
2． 今後の見通し
本取引は、Atlas 社主要株主以外の株主による過半数の同意及び法令に従った当局承認等を条件として 2023 年度第 1 四半期までに完了する予定です。
なお、詳細は精査中ですが、現時点において当社への収支影響は見込まれておりません。
本件につきましては、コンソーシアムとAtlas 社が連名でコメントを発表しておりますので添付【参考資料】をご参照ください。
* Atlas Corp.
Atlas 社は世界最大手のコンテナ船専業船主Seaspan Corporation を傘下に持つアセットマネージメント会社。ウェブサイト: xxxxx://xxxxxxxxxxxxxxxx.xxx/
以上
崎汽船ホームページURL xxxxx://xxx.xxxxx.xx.xx
【参考資料】コンソーシアム・Atlas社 連名コメント
FOR IMMEDIATE RELEASE
Atlas Corp. to be Acquired by Poseidon Acquisition Corp. for $15.50 in Cash Per Share
Atlas to Host Conference Call November 2 at 8:30 a.m. Eastern Time
LONDON and TORONTO, November 1, 2022 – Atlas ("Atlas" or the "Company") (NYSE: ATCO) and Poseidon Acquisition Corp. ("Poseidon"), an entity formed by certain affiliates of Fairfax Financial Holdings Limited ("Fairfax"), certain affiliates of the Washington Family ("Washington"), Xxxxx Xxxxx, Chairman of the Board of Atlas, and Ocean Network Express Pte. Ltd. (“ONE”), and certain of their respective affiliates today announced they have entered into a definitive agreement under which Xxxxxxxx will acquire Atlas in an all-cash transaction for an enterprise value of approximately $10.9 billion.
Under the terms of the agreement, Xxxxxxxx will acquire all outstanding common shares of Atlas not owned by Fairfax, Washington and Mr. Sokol for $15.50 per share in cash. Fairfax, Washington and Mr. Xxxxx currently own approximately 68% of the outstanding common shares. Atlas will 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 Xxxxxxxx, introduces Atlas to an important corporate sponsor in the form of ONE,” said Xxxxxxxx Xxxxx-Xxxxxx, Chair of the Special Committee of the Board of Atlas (“Special Committee”). “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 Xxxxxxxx’x 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.”
“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 Xxxxxxxx is an exciting culmination of those efforts for our shareholders,” said Xxxx Xxxx, President and CEO Atlas Corp. “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 Xxxxx 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.”
“Poseidon Acquisition Corp. is pleased to have reached this agreement to acquire the Atlas Corp. shares not previously owned by our shareholders," said Mr. Sokol. "We all look forward to continuing our relationship with our talented CEO Xxxx Xxxx and the excellent Atlas, Seaspan and APR Energy employees under his direction."
Closing and Leadership
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 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 Xxxxxxx will own a majority of the equity of Atlas. Mr. Xxxx 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.
Third Quarter 2022 Financial Results
Atlas plans to release its financial results for the quarter ended Xxxxxxxxx 00, 0000, after the market closes on Tuesday, November 1, 2022.
Xxxxx plans to host a conference call for all shareholders and interested parties at 8:30 a.m. Eastern Time on November 2, 2022, to discuss the results and the transaction. To attend the conference call or webcast, participants should register online at xx.xxxxxxxxxxxxxxxx.xxx/xxxxxx-xxx-xxxxxxxxxxxxx, and you will be provided with details to access the event. To avoid delays, participants are encouraged to register a day in advance or at a minimum 15 minutes before the start of the call. A replay of the call will also be available approximately two hours following the conclusion of the call and accessible until November 1, 2023, on the same webpage.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor to the Special Committee and Gibson, Xxxx & Crutcher LLP and Morris, Nichols, Arsht & Xxxxxxx LLP are serving as legal advisors to the Special Committee. Citi is serving as financial advisor to ONE and Latham & Watkins LLP is serving as legal advisor to ONE. Xxxxx XXX is serving as legal advisor to Fairfax, K&L Xxxxx LLP is serving as legal advisor to Washington, and Xxxxxxxx LLP is serving as legal advisor to Xxxxx Xxxxx and Poseidon.
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 xxxxxxxxxxxxxxxx.xxx. Information on the Company’s website is not part of this release.
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
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 timing, benefits and impact of the 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 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 (including actions by third parties and regulatory authorities). 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 XXX xx Xxxxx 00, 0000, xxx in its subsequent filings with the SEC. Xxxxx 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.
Certain participants in the transaction between Atlas and Poseidon will prepare and file with the SEC a Schedule 13E-3 Transaction Statement, which will contain important information on Atlas, the parties to the transaction, the transaction and related matters, including the terms and conditions of the transaction. Shareholders of Xxxxx are urged to carefully read these documents, as they may be amended from time to time, before making any decision with respect to the transaction. The Schedule 13E-3 and all other documents filed with the SEC in connection with the transaction will be available when filed, free of charge, on the SEC’s website at xxx.xxx.xxx. In addition, these documents will be made available, free of charge, to shareholders of Atlas who make a written request to the investor contacts named in this release. This announcement is neither a solicitation of a proxy,
an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any filings that may be made with the SEC should the transaction proceed.
Atlas Contacts: Investor Inquiries:
Xxxx Xxxxxxxx Investor Relations Atlas Corp.
Tel. x0-000-000-0000
Email: XX@xxxxxxxxxxxxxxxx.xxx
Media Inquiries:
Xxxxx Xxxxxx / Xxxx Xxxxxxxxx Joele Frank
000-000-0000
Consortium Contacts:
Xxxxx X. Sokol
Fairfax Financial Holdings Limited Contacts:
Xxxx Xxxxxxx
Vice President, Corporate Development Tel. x0-000-000-0000