Atlas Technical Consultants (Atlas), a leading provider of
infrastructure and environmental solutions, today announced the
completion of its acquisition by GI Partners, a private investment
firm, in an all-cash transaction valued at approximately $1.05
billion, including outstanding debt. The agreement to be acquired
was previously announced on January 31, 2023 and approved by Atlas
stockholders at Atlas' Special Meeting of Stockholders held on
March 29, 2023.
With the completion of the transaction, Atlas stockholders will
receive $12.25 per share in cash for each share of Atlas common
stock they owned, which represents a premium of approximately 124
percent over Atlas’ unaffected closing share price of $5.47 on
January 30, 2023. Atlas' common stock has ceased trading and will
be delisted from Nasdaq.
“We are excited to enter this new chapter for Atlas. Under
private ownership and in partnership with GI Partners, we will
accelerate growth and drive greater value to our customers while
providing continued opportunities for our employees,” said CEO L.
Joe Boyer.
Advisors
BofA Securities served as exclusive financial advisor to Atlas
and Kirkland & Ellis LLP served as Atlas’ legal advisor.
Houlihan Lokey served as exclusive financial advisor to GI
Partners and Ropes & Gray LLP acted as GI Partners’ legal
advisors.
About Atlas Technical Consultants
Atlas, headquartered in Austin, Texas, is a leading provider of
infrastructure and environmental solutions, partnering with clients
to improve performance and extend the lifecycle of built and
natural infrastructure assets stressed by climate, health, and
economic impacts. Atlas became a public company in February 2020
upon the merger with Boxwood Merger Corp., a publicly traded
special purpose acquisition company. 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).
About GI Partners
GI Partners, founded in 2001, is a private investment firm with
over 150 employees and offices in San Francisco, New York, Dallas,
Chicago, Greenwich, Scottsdale, and London. The firm has raised
more than $40 billion in capital and invests on behalf of leading
institutional investors around the world through its private
equity, real estate, and data infrastructure strategies. The
private equity firm invests primarily in companies in the
healthcare, services, and software sectors.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, which
involve substantial risks and uncertainties and are based on our
beliefs and assumptions and on information currently available to
us. All statements other than statements of historical facts
contained in this press release, including statements regarding the
potential benefits of the acquisition of Atlas by GI Partners (the
“transaction”), the combined company's business and industry,
management's beliefs and certain assumptions made by Atlas and GI
Partners, are forward-looking statements. The forward-looking
statements are intended to be subject to the safe harbor provided
by Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended. In some
cases, you can identify forward-looking statements because they
contain words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "will," or "would," or the negative of these
words or other similar terms or expressions.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance, or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Forward-looking statements
represent our current beliefs, estimates and assumptions only as of
the date of this press release and information contained in this
press release should not be relied upon as representing our
estimates as of any subsequent date. These statements, and related
risks, uncertainties, factors and assumptions, include, but are not
limited to: Atlas' ability to realize the anticipated benefits of
the transactions as expected, 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. These risks, as well as other risks associated with the
transaction, are more fully discussed in the definitive proxy
statement and the definitive additional materials filed with the
Securities and Exchange Commission in connection with the
transaction. While the list of factors presented here is, and the
list of factors presented in the definitive proxy statement and
definitive additional materials are considered representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on Atlas' financial condition, results of operations
or liquidity. Atlas does not assume any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
Contacts:
MediaKarlene
Barron770-314-5270karlene.barron@oneatlas.com
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