Poseidon acquires all common shares of Atlas

Torys acted as counsel to Fairfax with a team led by Michael Horwitz and that included David Chaikof, Brian Kim and Jude Gee (corporate/M&A), Chris Caparelli and Omar Wakil (regulatory/antitrust) Ellie Kang (benefits), David Mattingly, John Tobin, Michelle Lu and Chris Saki (tax).

On November 1, 2022, Poseidon Acquisition Corp. (“Poseidon”), a consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas Corp. (“Atlas”), certain affiliates of Fairfax Financial Holdings Limited (collectively, “Fairfax”), certain affiliates of the Washington Family (“Washington”), and Ocean Network Express Pte. Ltd. (“ONE”), announced a definitive agreement under which Poseidon would acquire Atlas in an all-cash transaction for an enterprise value of approximately US$10.9 billion.

Together, at the time of the agreement’s signing, Fairfax, the Washington Family, and David L. Sokol owned or controlled approximately 68% of the fully-diluted outstanding common shares of Atlas. Under the terms of the agreement, Poseidon would acquire all outstanding common shares not owned by members of the consortium for US$15.50 per share in cash, reflecting 34% premium to Atlas’ unaffected share price as of August 4, 2022. 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 contribute his equity in Atlas to become an owner of the resulting company alongside Poseidon.

Closing of the transaction was announced on March 28, 2023.

Further information on the proposal can be found on PR Newswire’s website.

Atlas is a leading global asset management company that targets long-term, risk-adjusted returns across high-quality infrastructure assets in the maritime sector, energy sector and other infrastructure verticals..

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

As the 6th largest container carrier globally, ONE offers an expeditious and reliable network across the major trade lanes of the world.