Atlas Air Worldwide (Nasdaq: AAWW) (“Atlas” or the “Company”), a
leading global provider of outsourced aircraft and aviation
operating services, today announced that its shareholders voted to
approve the Company’s pending acquisition by an investor group led
by funds managed by affiliates of Apollo Global Management, Inc.
(“Apollo”, NYSE: APO), together with investment affiliates of J.F.
Lehman & Company (“J.F. Lehman”) and Hill City Capital (“Hill
City”) at its special meeting of shareholders held earlier today.
“We are pleased to receive overwhelming support
from Atlas Air Worldwide shareholders, who recognize this
transaction provides compelling value to them while giving us the
opportunity to execute our strategic plan,” said John Dietrich,
President and Chief Executive Officer of Atlas Air Worldwide. “This
is another step forward to completing the transaction as we advance
our leadership in airfreight and deliver high-quality services to
our customers around the world.”
As announced previously, the transaction was
unanimously approved by the Atlas Board of Directors, which
recommended that Atlas shareholders approve the transaction.
Approximately 99.3% of the votes cast were voted in favor of the
adoption of the merger agreement, which represented approximately
80.9% of the outstanding shares of Company common stock. The final
voting results will be set forth in a Form 8-K filed by
Atlas with the U.S. Securities and Exchange Commission.
The Company expects to complete the transaction in
the first quarter of 2023, subject to customary closing conditions
and receipt of regulatory approvals. Upon closing, Atlas Air
Worldwide will become a privately held company and shares of Atlas
Air Worldwide common stock will no longer be listed on the Nasdaq
stock exchange.
About Atlas Air Worldwide Atlas
Air Worldwide is a leading global provider of outsourced aircraft
and aviation operating services. It is the parent company of Atlas
Air, Inc. and Titan Aviation Holdings, Inc., and is the majority
shareholder of Polar Air Cargo Worldwide, Inc. Our companies
operate the world’s largest fleet of 747 freighter aircraft and
provide customers the broadest array of Boeing 747, 777, 767 and
737 aircraft for domestic, regional and international cargo and
passenger operations.
About Apollo Apollo is a global,
high-growth alternative asset manager. In the asset management
business, Apollo seeks to provide its clients excess return at
every point along the risk-reward spectrum from investment grade to
private equity with a focus on three business strategies: yield,
hybrid, and equity. For more than three decades, Apollo’s investing
expertise across its fully integrated platform has served the
financial return needs of its clients and provided businesses with
innovative capital solutions for growth. Through Athene, Apollo’s
retirement services business, it specializes in helping clients
achieve financial security by providing a suite of retirement
savings products and acting as a solutions provider to
institutions. Apollo’s patient, creative, and knowledgeable
approach to investing aligns its clients, businesses it invests in,
its team members, and the communities it impacts, to expand
opportunity and achieve positive outcomes. As of September 30,
2022, Apollo had approximately $523 billion of assets under
management. To learn more, please visit www.apollo.com.
About J.F. Lehman & Company
J.F. Lehman & Company is a private equity investment firm
focused on the aerospace, defense, maritime and environmental
sectors. This investment strategy reflects the firm’s deep
experience in and commitment to these sectors since the firm’s
founding three decades ago. Headquartered in New York, NY, the firm
currently has approximately $3 billion of assets under management.
To learn more, please visit www.jflpartners.com.
About Hill City Capital Hill City
Capital is an investment firm led by Chief Investment Officer Chip
Frazier. With investment research focused primarily in Industrial,
Aerospace and Transportation, Hill City’s investment strategy is
characterized by a long-duration investment horizon, a rigorous
fundamental investment process and active engagement with
management. Hill City Capital was founded in 2019, with its
principal place of business is Boston, MA.
Forward-Looking Statements This
communication contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, related to AAWW, Parent and the acquisition of
AAWW by Parent that are subject to risks, uncertainties and other
factors. AAWW intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995
and includes this statement for purposes of complying with these
safe harbor provisions. Those statements are based on
management’s beliefs, plans, expectations and assumptions, and on
information currently available to management. Generally, the words
“will,” “may,” “should,” “could,” “would,” “expect,” “anticipate,”
“intend,” “plan,” “continue,” “believe,” “seek,” “project,”
“estimate,” and similar expressions used in this communication that
do not relate to historical facts are intended to identify
forward-looking statements.
Such forward-looking statements speak only as of
the date of this communication. They are and will be, as the case
may be, subject to many risks, uncertainties and factors relating
to the operations and business environments of AAWW and its
subsidiaries that may cause the actual results of AAWW or its
subsidiaries to be materially different from any future results,
express or implied, in such forward-looking statements.
Factors that could cause actual results to differ
materially from these forward-looking statements include, but are
not limited to, the following: the risk that the proposed Merger
may not be completed in a timely manner or at all; the possibility
that any or all of the various conditions to the consummation of
the proposed Merger may not be satisfied or waived, including the
failure to receive any required regulatory approvals from any
applicable governmental entities (or any conditions, limitations or
restrictions placed on such approvals); the possibility that
competing offers or acquisition proposals for AAWW will be made;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement,
including in circumstances which would require AAWW to pay a
termination fee; the effect of the announcement, pendency of the
proposed Merger on AAWW’s ability to attract, motivate or retain
key executives, pilots and associates, its ability to maintain
relationships with its customers, including Amazon.com, Inc.,
vendors, service providers and others with whom it does business,
or its operating results and business generally; risks related to
the proposed Merger diverting management’s attention from AAWW’s
ongoing business operations; the risk of shareholder litigation in
connection with the proposed Merger, including resulting expense or
delay; and (i) any other risks discussed in AAWW’s annual report on
Form 10-K for the fiscal year ended December 31, 2021 (the “Annual
Report”) and AAWW’s subsequent quarterly reports on Form 10-Q (the
“Quarterly Reports”) filed by AAWW with the SEC, and, in
particular, the risk factors set forth under the headings “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Annual Report and the
Quarterly Reports and (ii) other risk factors identified from time
to time in other filings with the SEC. Filings with the SEC are
available on the SEC’s website at http://www.sec.gov. Given
these risks and uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual
results.
Other factors and assumptions not identified above
may also affect the forward-looking statements, and these other
factors and assumptions may also cause actual results to differ
materially from those discussed. AAWW assumes no obligation to
update such statements contained in this communication to reflect
actual results, changes in assumptions or changes in other factors
affecting such estimates other than as required by law and
expressly disclaims any obligation to revise or update publicly any
forward-looking statement to reflect future events or
circumstances.
Contacts
Atlas Air Worldwide Eric Camadeco Director,
Investor Relations InvestorRelations@atlasair.com
Dan Scorpio Abernathy MacGregor for Atlas Air
Worldwide (646) 899-8118 dps@abmac.com
Apollo on behalf of the investor group
Joanna Rose Global Head of Corporate
Communications Apollo Global Management, Inc. (212) 822-0491
Communications@apollo.com
For investor inquiries regarding Apollo, please
contact: Noah Gunn Global Head of Investor Relations Apollo Global
Management, Inc. (212) 822-0540 IR@apollo.com
Contacts: Investors –InvestorRelations@atlasair.com
Media – CorpCommunications@atlasair.com
Grafico Azioni Atlas Air Worldwide (NASDAQ:AAWW)
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