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Atlas Corp (ATCO) Special Committee Confirms Receipt of Revised Proposal from Poseidon Acquisition Corp.

September 28, 2022 4:16 PM EDT

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Atlas Corp. ("Atlas" or the "Company") (NYSE: ATCO) today confirmed receipt of a revised, non-binding proposal from Poseidon Acquisition Corp. ("Poseidon"), an entity formed by certain affiliates of Fairfax Financial Holdings Limited ("Fairfax"), certain affiliates of the Washington Family ("Washington"), David Sokol, Chairman of the Board of Atlas, and Ocean Network Express Pte. Ltd., and certain of their respective affiliates (the "Consortium"), to acquire all of the outstanding common shares of Atlas, other than common shares owned by Fairfax, Washington, and Mr. Sokol, for $15.50 cash per common share.

The Company notes that the special committee of independent directors of the Atlas Board and its advisors reviewed, evaluated and engaged directly with the Consortium members and their advisors regarding Poseidon's unsolicited proposal dated August 4, 2022, including with respect to the factors referenced in the Consortium's letter received September 26, 2022, and other factors the special committee considered important, such as the substantial, long-term contracted cash flow of the Company's charter operations. The special committee consistently advised the Consortium that it was not prepared to recommend the $14.45 per share proposal to shareholders as it did not reflect the standalone value of the Company. Following receipt of the Consortium's revised proposal, the special committee informed the Consortium that, working with its advisors, it is evaluating the revised offer.

Atlas cautions its shareholders and others considering trading in Atlas securities that the independent special committee, working with its advisors, is in the process of carefully reviewing and evaluating the revised proposal, and no decision has been made yet with respect to a response to the revised proposal. The revised proposal constitutes only an indication of interest by Poseidon and does not constitute a binding commitment with respect to the proposed transaction or any other transaction. No agreement, arrangement or understanding between Atlas and Poseidon relating to any proposed transaction will be created unless definitive documentation is executed and delivered by the appropriate parties.

Atlas does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.



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