Atlantia has confirmed that, on 13 March, it signed a binding term sheet relating to a joint investment in Abertis Infraestructuras SA with Hochtief, a subsidiary of Grupo ACS. This follows recent speculation over the companies' competing bids to acquire Abertis, one of the largest toll-road operators in the world, based in Spain, which were submitted last year, and recent confirmation that they have been in talks.
Atlantia's announcement details that Hochtief’s voluntary public tender offer for Abertis’s shares was approved by Spain’s market regulator, the Comisión Nacional del Mercado de Valores (CNMV) on 12 March 2018, but that it will now be amended. Atlantia will withdraw its public tender offer for Abertis’s shares, approved by the CNMV on 9 October 2017.
Hochtief will eliminate the share component of its counterbid (and the resulting condition regarding the minimum acceptance threshold for this form of counterbid), so that the value of the counterbid will remain unchanged at EUR18.36 per Abertis share (as adjusted for the payment of any dividends), with this amount to be paid entirely in cash.
Furthermore, Hochtief will exercise its squeeze-out right should it achieve the legally required threshold or, alternatively, it will delist Abertis.
Atlantia and Hochtief will establish a new special purpose vehicle with capital of approximately EUR7 billion, which will acquire Hochtief’s entire investment in Abertis, acquired by Hochtief as a result of its public tender offer, for a consideration identical to the amount paid under the terms of the public tender offer and of any squeeze-out or delisting (as adjusted for the payment of any dividends).
The SPV will enter into a new financing agreement in order to part finance the above acquisition. Its capital will be distributed as follows: Atlantia 50% + 1 one share, ACS 30% and Hochtief 20% less one share, thereby enabling Atlantia to consolidate the SPV and Abertis in its accounts.
The parties will enter into a shareholder agreement governing their relations as shareholders of the SPV, including qualified majority voting.
Hochtief will issue approximately 6.43 million new shares to be subscribed for entirely by ACS at a price of EUR146.42 per share. ACS will then sell Atlantia shares in Hochtief with a value of up to EUR2.5 billion at the same price paid for the newly issued shares.
Atlantia, ACS and Hochtief intend to enter into a long-term agreement with the aim of maximising their strategic relationship and the synergies between themselves and Abertis in the form of new public-private partnerships, including both greenfield and brownfield projects.
The term sheet is subject to prior examination and approval by Atlantia’s Board of Directors, to arrangement of the financing necessary to conclude the transaction and to agreement between the parties on the final terms of the contracts governing the transaction, which will apparently be finalised soon.