Atlantia has announced the decision to launch a voluntary tender offer on the entire issued share capital of Abertis Infraestructuras, that would create the world’s biggest operator of toll roads.
The offer is based on a full cash consideration of €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).
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, 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 €24.20.
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.
Financing of the offer has been secured through a debt financing package provided by a pool of primary banks and financial institutions.
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.
The aim of the offer is to create the worldwide leader in the transport infrastructure management, with a diversified portfolio of assets in 15 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 €6.6 billion and 2.4 billion of investments (data proforma for the year 2016.)
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."