The holding company of the Benetton family Edition and the bottom Blackstone announced a total takeover bid (public purchase offer) on Atlantia at a price of 23 euros for action. The goal is to secure control of the group which has already been firmly in the hands of the Venetian family since 1999, by removing the stock from the Stock Exchange.
To the offer a dividend of €0,74 is added which brings the value of the share to those who adhere to 23,74 euros, says a note from the company.
The total value of the public offer by Edizione and Blackstone incorporates a premium of 28,4% “compared to the official price of the shares on 5 April last, the last trading day before the rumors about a potential transaction on Atlantia's share capital .”
The operation comes after Florentino Perez, the Spanish entrepreneur and president of Acs Florentino (former Benetton partner in Abertis), had organized a consortium together with the Gip and Brookfield funds to get his hands on the company which on May 5th will collect 8 billions of public money for the sale of 88% of Autostrade per l'Italia to Cassa depositi e prestiti supported by Blackstone himself and Macquarie.
Atlantia has gained almost 20% on the stock market since April 6, when the first speculations emerged. the average price of the last six months was between 22 and 23 euros. After a satamane opening at 21,7 euros, in the late morning the stock gained 4,93% at 22,97 euros and has practically reached the threshold of the Benetton-Blackstone takeover bid.
Benetton takeover bid for Atlantia, the details of the operation
Edizione, chaired by Alessandro Benetton, is today a 33,1% shareholder of Atlantia.
The takeover bid was launched through the company Scheme forty-three (HoldCo), established on 6 April last, whose share capital is wholly owned by Scheme forty-two, a company which in turn refers to Edizione (through Sintonia) and Blackstone (through two Luxembourg limited partnerships).
Turin Savings Bank Foundation it also entered into an agreement under which it undertook to accept the offer for the 6.251.446 shares held in Atlantia, representing 0,76% of the issuer's share capital, within 5 working days from the start of the offer, and, if the offer is successful, reinvest all proceeds from the sale of such shares to subscribe for shares in HoldCo on the same terms as Blackstone Investors.
The tender offer values Atlantia 12 billion, 7 with the dividend
The total takeover bid by Edizione and Blackstone on Atlantia is subject to the fulfillment of a number of conditions. In addition to obtaining preventive authorizations without prescriptions, conditions or limitations, it is expected that one will be achieved membership threshold to the offer such as to allow the offeror to hold a total shareholding higher than 90% of the issuer's share capital, calculating in the shareholding the shares held by the persons acting in concert, the treasury shares and any shares purchased by the bidder and by the persons acting in concert outside the offer. In case of adhesion of all the shareholders, the tender offer will be worth more 12,7 billion euros that go up towards 19 also taking into account the dividend.
Capital increases up to 4,48 billion. Pool of banks in support.
The company will meet the payment through share capital increases or other capital contributions up to an amount equal to over €4,48 billion from Blackstone and financial debt up to €8,2 billion. A pool of lending banks has undertaken to guarantee the funds.
Since the focus is on the delisting, the shareholders are faced with an either-or: those who do not adhere could find themselves in hand "securities that cannot be traded on any regulated market", with consequent difficulty in liquidating their investment in the future, says the press release.
Previous installments
Last year the Benetton safe, after reaching an agreement with Cdp, Blackstone and Macquarie, he immediately went from 30 to 33% of the infrastructure giant, also announcing a maxi buyback of 2 billion euro. Moves aimed at making the company an indigestible morsel, at a time when the company was at its lowest point, and had just returned from months of negotiations for the sale of 88% of the Autostrade tricolori (Aspi).
According to some observers, the idea materialized in early March, when Alessandro Benetton became executive chairman of Edizione Holding and received an informal advance from the Gip Capital and Brookfield funds, which were later joined by Florentino Perez's Spanish Acs (which owns 49,1% of Abertis, the vehicle of the Spanish and French motorways, 50,1% controlled by Atlantia).
The family then decided to focus on the infrastructure holding company, which alone represents about three-fifths of its NAV (the value of its assets), to lock down control together with long-standing partners including CRT – which has been a shareholder of Atlantia since 99 – and the Singapore government fund Gic, with which the Benettons had done business first with Aeroporti di Roma-Gemina and then Atlantia.
In recent days i Benetton, probed by the funds Global Infrastructure Partners (Gip) and Brookfield, allies of Perez, had made it known that "the investment in Atlantia is of a strategic nature and it is the intention of Edizione to continue to contribute to the sustainable development of its value, maintaining the Italian roots of the company within the framework of an industrial design that enhances the focus on transport infrastructures characterized by sustainability and innovation for the future mobility of people and goods " . And they had therefore said no to the acquisition project which “contemplated the disposal of the Abertis assets and potentially of other motorway assets, effectively leading to a 'break up' of the Atlantia group“.
