Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the
“Company”), a leading provider of infrastructure and environmental
solutions, today announced that it has entered into a definitive
agreement to be acquired by private investment firm GI Partners in
an all-cash transaction valued at approximately $1.05 billion,
including outstanding debt.
Under the terms of the transaction, Atlas shareholders will
receive $12.25 per share in cash, which represents a premium of
approximately 124% over the Company’s unaffected closing share
price of $5.47 on January 30, 2023. Upon completion of the
transaction, Atlas’ shares will no longer trade on Nasdaq and Atlas
will become a private company.
“We are pleased to have reached this agreement with GI Partners,
which we believe will deliver immediate and certain cash value to
Atlas shareholders at a significant premium,” said Brian Ferraioli,
Executive Chairman of the Board of Atlas. “The Board’s decision
follows careful evaluation of the transaction and a comprehensive
review of value creation opportunities for Atlas.”
“Since founding Atlas in 2017, we have built one of the largest
pure-play professional and technical services businesses, serving
infrastructure and environmental markets in the United States,”
said L. Joe Boyer, Atlas’ Chief Executive Officer. “This
transaction recognizes the value our team has created over the last
five years. Our partnership with GI Partners represents a new and
exciting chapter for our employees and our customers. We are
aligned in delivering exceptional service and helping our clients
design and complete infrastructure projects that improve their
communities.”
Transaction Approvals and Timing
The transaction was unanimously approved by Atlas’ Board of
Directors, which recommends that Atlas shareholders vote in favor
of the transaction.
Affiliates of Bernhard Capital Partners, which own approximately
43% of the outstanding Atlas common stock, have entered into a
voting agreement in support of the transaction.
The transaction is expected to close in the second quarter of
calendar 2023, subject to approval by Atlas shareholders, receipt
of regulatory approvals and other customary closing conditions.
For further information regarding the terms and conditions of
the definitive merger agreement, please see Atlas’ Current Report
on Form 8-K, which will be filed in connection with the
transaction.
Advisors
BofA Securities is serving as exclusive financial advisor to
Atlas, and Kirkland & Ellis LLP and Potter Anderson &
Corroon LLP are serving as legal counsel.
Ropes & Gray LLP is serving as legal counsel to GI Partners
in connection with the transaction.
About Atlas Technical Consultants
Headquartered in Austin, Texas, Atlas is a leading provider of
infrastructure and environmental solutions. We partner with our
clients to improve performance and extend the lifecycle of built
and natural infrastructure assets stressed by climate, health, and
economic impacts. With 3,500+ employees nationwide, Atlas brings
deep technical expertise to public- and private-sector clients,
integrating services across four primary disciplines: Environmental
(ENV); Testing, Inspection and Certification (TIC); Engineering
& Design (E&D); and Program Management/Construction
Management, and Quality Management (PCQM). To learn more about
Atlas innovations for transportation, commercial, water,
government, education, and industrial markets,
visit https://www.oneatlas.com.
About GI Partners
Founded in 2001, GI Partners is a private investment firm with
over 140 employees and offices in San Francisco, New York, Dallas,
Chicago, Greenwich, Scottsdale, and London. The firm has assets
under management totaling $35 billion and invests on behalf of
leading institutional investors around the world through its
private equity, real estate, and data infrastructure strategies.
The private equity team invests primarily in companies in the
healthcare, services, and software sectors. The real estate
strategy focuses primarily on technology and life sciences
properties as well as other specialized types of real estate. The
data infrastructure team invests primarily in hard asset
infrastructure businesses underpinning the digital economy. For
more information, please visit www.gipartners.com.
Additional Information about the Acquisition and Where
to Find It
This communication is being made in respect of the proposed
transaction involving Atlas and GI Partners. A meeting of the
stockholders of Atlas will be announced as promptly as practicable
to seek stockholder approval in connection with the proposed
merger. Atlas expects to file with the Securities and Exchange
Commission (“SEC”) a proxy statement and other relevant documents
in connection with the proposed merger. The definitive proxy
statement will be mailed or given to the stockholders of Atlas and
will contain important information about the proposed transaction
and related matters. INVESTORS AND STOCKHOLDERS OF ATLAS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ATLAS, THE GI
PARTNERS PRIVATE EQUITY FUNDS ACQUIRING ATLAS AND THE MERGER.
Investors and security holders will be able to obtain these
materials, when they are available, and other relevant documents
filed with the SEC free of charge at the SEC’s website,
www.sec.gov. In addition, copies of the proxy statement, when they
become available, may be obtained free of charge by accessing
Atlas’s website at www.oneatlas.com or by contacting Atlas’s
investor relations department by email at ir@oneatlas.com.
Certain Information Regarding Participants
The Company and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in connection with the merger. Information regarding
the persons who may, under the rules of the SEC, be considered to
be participants in the solicitation of the Company’s stockholders
in connection with the merger will be set forth in the Company’s
definitive proxy statement for its stockholder meeting. Additional
information regarding these individuals and any direct or indirect
interests they may have in the merger will be set forth in the
definitive proxy statement when it is filed with the SEC in
connection with the merger. Information relating to the foregoing
can also be found in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021, which was filed with the SEC on
March 16, 2022, and in its proxy statement for the 2022 Annual
Meeting, which was filed with the SEC on April 26, 2022. To the
extent holdings of Company securities have changed since the
amounts printed in the proxy statement for the 2022 Annual Meeting,
such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 and Form 5 filed with the SEC. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC
when they become available. These documents will be available free
of charge from the sources indicated below.
Cautionary Note Regarding Forward-Looking
Statements
Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion, and
effects of the proposed transaction between Atlas and GI Partners,
constitute 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. These statements
may be identified by the fact that they use words such as “may,”
“will,” “could,” “should,” “would,” “expect,” “anticipate,”
“intend,” “estimate,” “believe” or similar expressions. Any
forward-looking statements contained herein are based on current
plans and expectations and involve risks and uncertainties that
could cause actual outcomes and results to differ materially from
current expectations. These forward-looking statements are subject
to risks and uncertainties, and actual results might differ
materially from those discussed in, or implied by, the
forward-looking statements. Such forward-looking statements may
include, but are not limited to, statements about the anticipated
benefits of the merger, including future financial and operating
results, expected synergies and cost savings related to the merger,
the plans, objectives, expectations and intentions of Atlas, GI
Partners and the combined company, the expected timing of the
completion of the merger, the effect, impact, potential duration or
other implications of the COVID-19 pandemic and any expectations we
may have with respect thereto, the ability to recognize the
anticipated benefits of our past acquisitions, which may be
affected by, among other things, competition, the ability of Atlas
to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain management and key employees,
changes adversely affecting the business in which we are engaged,
changes in applicable laws or regulations, the possibility that
Atlas may be adversely affected by other economic, business, and/or
competitive factors and other statements that are not historical
facts. Such statements are based upon the current beliefs and
expectations of the management of Atlas or GI Partners, as
applicable, and are qualified by the inherent risks and
uncertainties surrounding future expectations generally, and actual
results could differ materially from those currently anticipated
due to a number of risks and uncertainties. Neither Atlas nor GI
Partners, nor any of their respective directors, executive officers
or advisors, provide any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements will actually occur. Among the risks and
uncertainties that could cause actual results to differ from those
described in the forward-looking statements are the following: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the risk that
Atlas’s stockholders may not adopt the merger agreement, the risk
that the necessary regulatory approvals may not be obtained or may
be obtained subject to conditions that are not anticipated, risks
that any of the closing conditions to the merger may not be
satisfied or waived in a timely manner, risks related to disruption
of management time from ongoing business operations due to the
merger, the effect of the announcement of the merger on the ability
of Atlas to retain customers and retain and hire key personnel and
maintain relationships with its suppliers and other business
partners, and on their operating results and businesses generally,
the risk that potential litigation in connection with the merger
may affect the timing or occurrence of the merger or result in
significant costs of defense, indemnification and liability and
transaction costs.
The forward-looking statements are based on the beliefs and
assumptions of Company management and the information available to
Company management as of the date of this communication. Atlas
cautions investors not to place undue reliance on expectations
regarding future results, levels of activity, performance,
achievements or other forward-looking statements. The information
contained in this document is provided by Atlas as of the date
hereof, and, unless required by law, Atlas does not undertake and
specifically disclaims any obligation to update these
forward-looking statements contained in this document as a result
of new information, future events or otherwise.
Discussions of additional risks and uncertainties are and will
be contained in Atlas’s filings with the SEC, including but not
limited to the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of Atlas’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and in its subsequently-filed Quarterly Reports
on Form 10-Q. You can obtain copies of Atlas’s filings with the SEC
for free at the SEC’s website (www.sec.gov).
Atlas Technical Consultants Contact
Information
Investor Relations:
Chase Jacobson, Vallum Advisors512-851-1507ir@oneatlas.com
Media Relations:
Karlene Barron770-314-5270karlene.barron@oneatlas.com
GI Partners Contact Information
Chris TofalliChris Tofalli Public Relations
LLC 914-834-4334chris@tofallipr.comGI
Partnerspress@gipartners.com
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