Independent shareholders have been recommended to vote for a buyout of Seaspan Corp parent Atlas Corp that will see the group delisted in New York.
Leading proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have swung their weight behind the $10.9bn takeover launched by Poseidon Acquisition Corp last year.
The companies make recommendations to subscribers, including institutional investors, and can therefore exert a big influence on votes.
Poseidon comprises affiliates of Fairfax Financial Holdings, the Washington family and Atlas chairman David Sokol. They already control 68% of the container ship group.
But approval requires a majority vote from unaffiliated shareholders.
The crucial shareholder meeting will take place on 24 February.
Atlas said earlier in February that regulatory clearance has been received from Brazil’s Administrative Council for Economic Defence, Turkey’s Competition Authority and Australia’s Competition and Consumer Commission, as well as US authorities.
“The company continues to expect to complete the transactions contemplated by the merger agreement in the first half of 2023,” it added.
The all-cash offer was made at $15.50 per share.
Ocean Network Express (ONE) — the Singapore-based container ship operation of Japan’s Mitsui OSK Lines, NYK Line and K Line — is also participating in the bid.
Meeting scrapping
In December, Seaspan scrapped a separate meeting at which it was hoping to avoid buying back a $300m bond issue.
The company wanted to amend the terms of the 6.5% series due in 2026.
Seaspan had even upped its fee for the change from 8% to 8.5% to bring investors onside.
The amendment was considered necessary due to the takeover deal, which will trigger a bond delisting clause that gives holders a put option at 1% above par.
Seaspan has said it plans to have liquidity available for any bondholder redemptions following the conclusion of the takeover.
The owner has $1.1bn in undrawn revolving credit facilities and $6bn in untapped newbuilding finance.
