VOLUNTARY PUBLIC TENDER OFFER IN CASH AND STOCK ON THE ENTIRE ISSUED SHARES OF ABERTIS INFRAESTRUCTURAS
· Creation of the worldwide leader in transport infrastructure
· Euro 6.6 billion EBITDA in 2016 and 2.4bn of investments (2016 figures pro-forma)
· Operations in 19 countries
· The biggest operator globally with 14,095km of toll roads under management
· Total transaction value of Euro 16,341 million for 100% of Abertis share capital
Rome, 15 May 2017 – Further to the resolution taken by its Board of Directors, Atlantia S.p.A. (“Atlantia”) announces the decision to launch a voluntary tender offer (the “Offer”) on the entire issued share capital of Abertis Infraestructuras S.A. (“Abertis”), whose shares are admitted to trading in the Spanish stock exchange.
The Offer is based on a full cash consideration of Euro 16.5 for each share tendered, with the possibility for the shareholders of Abertis to opt, in part or in full, for a “Partial Share Alternative” (“PSA”), as fully described in the “Anuncio de OPA” released today in accordance with art. 16, par. 1, of Real Decreto n. 1066 of July, 27th 2007 and attached to this press release.
More specifically, the PSA enables the shareholders of Abertis to opt, partially or fully, for a consideration represented by Atlantia’s newly issued special shares (the “Atlantia Special Shares”), on the basis of an exchange ratio of 0.697 shares of Atlantia in exchange for each Abertis share tendered. Such exchange ratio has been determined on the basis of a value for each Atlantia share equal to Euro 24.20, which is in line with its closing price on the stock market on 12th May 2017, as adjusted to reflect the dividend which will be paid on May 22nd, 2017.
Total transaction value is equal to Euro 16,341 million for 100% of Abertis share capital.
The settlement of the consideration through Atlantia Special Shares is subject to a maximum level of acceptance equal to no. 230,000,000 Abertis shares (corresponding to c.23.2% of the total issued shares). Should this amount be exceeded, Abertis’ shareholders which opted for the PSA alternative will be scaled down on a pro-rata basis and will receive the balance of their consideration in cash.
Atlantia Special Shares will have the same economic and administrative rights of the existing ordinary shares with the exception of the following characteristics:
· not listed on any stock exchange and not transferable until February 15th 2019;
· automatic conversion of Atlantia Special Shares into ordinary Atlantia shares on the basis of a 1:1 exchange after February 15th 2019;
· will have the right to appoint up to three Directors, therefore Atlantia’s Board of Directors will be increased up to a maximum of 18 members from the current 15.
The offer is conditional upon the following conditions:
· Minimum overall acceptance: 50% + 1 Abertis’ total issued shares;
· Minimum level of acceptance of the Share Alternative: the offer is subject to a minimum level of acceptance to the Share Alternative of no. 100,000,000 of Abertis shares (representing c. 10.1% of the total issued Abertis shares);
· Approval by the competent Comision Nacional del Mercado de Valores (“CNMV”) and, to the extent required, by Consob;
· Issuance of the necessary authorisations by the competent Antitrust authorities and other competent administrative authorities;
· Approval by Atlantia's Extraordinary General Meeting of the share capital increase serving the Offer, in order to issue the Atlantia Special Shares and to approve certain other amendments of Atlantia's by-laws, with regard to the appointment of the Directors, connected to the Offer.
The Offer is not aimed at the delisting of Abertis shares: Atlantia will not exercise any squeeze-out right available under the Spanish Regulation, in case tenders to the Offer are at least equal to 90% of the voting rights.
The aim of the Offer is to create the worldwide leader in the transport infrastructure management, with a diversified portfolio of assets in 19 countries and 14,095km of toll roads and 60 million passengers in the Rome and Nice airports. The new Group will be the main toll roads operator worldwide with an EBITDA equal to Euro 6.6 billion and 2.4 billion of investments (data proforma for the year 2016.)
Financing of the Offer has been secured through a debt financing package provided by a pool of primary banks and financial institutions.
The voluntary Offer over the entire share capital of Abertis will be regulated by Spanish Law.
The CEO of Atlantia, Mr Giovanni Castellucci, has issued the following statement with regard to the transaction:
“Over the past weeks we have worked to design an offer that is friendly and attractive for all shareholders, stakeholders and the management of both companies. We believe we have achieved this goal.
Should the offer be successful, the combined Group will result in a very strong cash flow generation capacity and ability to invest, which together with our unique geographic presence, will allow us to be the most suitable partner to address the needs of the relevant institutions and customers in our countries of operation.
The transaction will create the global leader in transport infrastructure. I am confident that the strong and integrated management team, which results from the combination of Atlantia and Abertis’ unique capabilities, will allow us to benefit from the substantial opportunities created by this transaction."
Credit Suisse and Mediobanca are acting as financial advisors to Atlantia.
BNP Paribas, Credit Suisse, Intesa Sanpaolo and UniCredit are acting as debt advisors.
Gianni, Origoni, Grippo, Cappelli & Partners and DLA Piper (as Spanish and international legal advisor) have provided legal advice to Atlantia.
Goldman Sachs has provided to the Board of Directors of Atlantia an opinion, as of May 15, 2017, based on the factors, assumptions and procedures specified therein, on the fairness from a financial point of view to the Company of the consideration to be paid in the Offer The full text of the fairness opinion will be included in the documentation made available in connection with Atlantia's Extraordinary General Meeting convened to approve the share capital increase serving the Offer.
The fairness opinion does not contain a recommendationý to the shareholders of Abertis as to whether they ýshould tender their shares under the Offer or how the shareholders of Atlantia should vote or act with respect to the capital increase serving the Offer or any other matter.
2017-05-15 Tender offer Abertis - ENG .pdf