0001193125-23-048859.txt : 20230224 0001193125-23-048859.hdr.sgml : 20230224 20230224164557 ACCESSION NUMBER: 0001193125-23-048859 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230224 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Corp. CENTRAL INDEX KEY: 0001794846 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39237 FILM NUMBER: 23668146 BUSINESS ADDRESS: STREET 1: 2600-200 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1S4 BUSINESS PHONE: 604-638-2575 MAIL ADDRESS: STREET 1: 2600-200 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1S4 6-K 1 d449365d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 24, 2023

Commission File Number 001-39237

 

 

ATLAS CORP.

(Exact name of Registrant as specified in its Charter)

 

 

23 Berkeley Square

London, United Kingdom

W1J 6HE

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1).   Yes  ☐    No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).   Yes  ☐    No  ☒

 

 

 

This report on Form 6-K of Atlas Corp., or this Report, is hereby incorporated by reference into: the Registration Statement of Atlas Corp. filed with the Securities and Exchange Commission, (the “SEC”), on May 30, 2008 on Form F-3D (Registration No. 333-151329), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 31, 2011 on Form S-8 (Registration No. 333-173207), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 20, 2013 on Form S-8 (Registration No. 333-189493), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 24, 2012 on Form F-3 (Registration No. 333-180895), as amended on March 22, 2013 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 29, 2014 on Form F-3 (Registration No. 333-195571), as amended on March 6, 2017, April 19, 2017 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on November 28, 2014 on Form F-3 (Registration No. 333-200639), as amended on March 6, 2017, April 19, 2017 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on November 28, 2014 on Form S-8 (Registration No. 333-200640), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 12, 2015 on Form F-3D (Registration No. 333-202698), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 24, 2016 on Form S-8 (Registration No. 333-212230), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on August 25, 2017 on Form F-3 (Registration No. 333-220176), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on December 21, 2017 on Form S-8 (Registration No. 333-222216), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 13, 2018 on Form F-3D (Registration No. 333-224291), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 13, 2018 on Form F-3 (Registration No. 333-224288), as amended on May 3, 2018, May 7, 2018 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on September 28, 2018 on Form F-3 (Registration No. 333-227597), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on January 18, 2019 on Form F-3 (Registration No. 333-229312), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 27, 2019 on Form F-3 (Registration No. 333-230524), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on May 11, 2020 on Form F-3 (Registration No. 333-238178), as supplemented on December 7, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 30, 2020 on Form S-8 (Registration No. 333-239578), the Registration Statement of Atlas Corp. filed with SEC on March 19, 2021 on Form F-3 (Registration No. 333-254536), the Registration Statement of Atlas Corp. filed with the SEC on July 16, 2021 on Form F-3 (Registration No. 333-257967), and the Registration Statement of Atlas Corp. filed with the SEC on March 25, 2022 on Form S-8 (Registration No. 333-263872).

Information Contained in this Form 6-K Report

Attached as Exhibit 99.1 hereto is a copy of a press release of Atlas Corp. dated February 24, 2023 announcing the results of the annual meeting of the shareholders of the Company held on February 24, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    ATLAS CORP.
Date: February 24, 2023     By:   /s/ Andrew E. Dersken
      Andrew E. Derksen
      Corporate Secretary and General Counsel
 EX-99.1 2 d449365dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Atlas Shareholders Approve Merger With Poseidon Acquisition Corp.

LONDON, UK, Feb. 24, 2023 /CNW/—Atlas Corp. (“Atlas” or the “Company”) (NYSE: ATCO) today announced that, at its annual meeting of shareholders held today, February 24, 2023 (the “Annual Meeting”), its shareholders approved by the required votes the proposal to adopt and approve the Agreement and Plan of Merger (the “Merger Agreement”) by and among Atlas, Poseidon Acquisition Corp. (“Poseidon”) and Poseidon Merger Sub, Inc. and the transactions contemplated by the Merger Agreement, including the merger with Poseidon (the “Merger Proposal”).

In accordance with the requirements of the Merger Agreement, the Merger Proposal was adopted and approved at the Annual Meeting by the affirmative vote of both (1) the holders of a majority of the issued and outstanding Atlas common shares and (2) the holders of a majority of the issued and outstanding Atlas common shares beneficially owned by the Unaffiliated Shareholders (as defined in the Merger Agreement). The Company continues to expect that the merger will be completed in the first half of 2023, and based upon the current status of regulatory approvals, consents and other customary closing conditions the merger could close as early as March 31, 2023, subject to based upon the current status of all required conditions. In the merger, holders of the Company’s common shares will receive $15.50 in cash in exchange for each common share they own.

Additionally, at the Annual Meeting, the Company’s common shareholders voted to re-elect all eight of the Company’s current directors and ratify the appointment of KPMG LLP as the Company’s independent auditors.

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. Atlas targets long-term, risk-adjusted returns across high-quality infrastructure assets in the maritime sector, energy sector and other infrastructure verticals. For more information visit atlascorporation.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains “forward-looking statements.” All statements, other than statements of historical facts, that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this release. The Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control and are difficult to predict. These risks and uncertainties include the risks that the transactions contemplated by the Merger Agreement may not be consummated due to the failure to satisfy conditions to completion of the merger, the occurrence of any event, change or other circumstance that gives rise to the termination of the Merger Agreement or otherwise. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual events could vary materially from the Company’s expectations. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in the Company’s filings with the SEC, which include, but are not limited to, those found in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on March 24, 2022, the Company’s Proxy Statement filed as an exhibit to Schedule 13e-3, filed with the SEC on January 9, 2023, and the Company’s other filings with the SEC.

SOURCE Atlas Corp.

For further information: Investor Inquiries: Will Kostlivy, Investor Relations, Atlas Corp., Tel. +1-888-829-0013, Email: IR@atlascorporation.com