Atlantia has launched a voluntary public purchase and/or exchange offer on all the shares of Abertis Infrastructures, a listed Spanish company. The takeover bid, reads a note, is 16,50 euros per share and values the company at 16,341 billion euros.
Abertis shareholders will be able to opt, in whole or in part, for a partial alternative in newly issued Atlantia shares with special characteristics. The option will be implemented on the basis of an exchange ratio of 0,697 Atlantia shares for each Abertis share, determined on the basis of an assumed value per Atlantia share of €24,20, in line with the stock market price at the close of 12 May 2017 adjusted to take into account the coupon detachment on May 22, 2017.
Atlantia's offer on Abertis “has the objective of creating the world leader in the management of transport infrastructures with a diversified asset portfolio in 19 countries with 14.095 km of highways and 60 million passengers at the airports of Rome and Nice – reads the note – The new group will be the leading operator of motorways in the world with an Ebitda of 6,6 billion euros and investments of 2,4 billion euros. The entire financing of the operation has already been secured by a pool of leading banks and financial institutions. The totalitarian voluntary offer will be governed by Spanish law”.
The payment of the consideration in special Atlantia shares is subject to a maximum acceptance threshold of 230 million Abertis shares (equal to approximately 23,2% of the total shares involved in the offer), if pro-rata of the consideration in shares, with payment of the remaining portion in cash.
The special Atlantia shares offered in exchange will have the same economic and administrative rights as the existing shares, except for the following characteristics: they will not be listed and will be subject to non-transferability until 15 February 2019, after which they will be automatically converted into ordinary shares , based on a 1 to 1 ratio; will have the right to appoint up to three directors; consequently, Atlantia's Board of Directors will go from 15 to a maximum of 18 members.
The Offer it is not aimed at the delisting of Abertis and the company will not exercise the squeeze-out rights envisaged by the Spanish legislation on takeover bids in the event of subscriptions equal to at least 90% of the voting rights.
“In recent weeks we have worked on finalizing an offer that we trust can be considered friendly and attractive to the shareholders, stakeholders and management of both companies. We think we have succeeded – commented the CEO of Atlantia, John Castellucci – If successful, the resulting group will maintain a very strong cash flow generation and investment capacity which, combined with a unique global geographical presence, will make it a partner capable of responding even better to the needs of institutions and customers in the countries of presence ”.
Il board of the Spanish company he limits his reaction to a cold press release: he speaks of an operation known "through the press release" of the Italian company to the Iberian Consob and defines the offer as "voluntary and unsolicited", anticipating that "he will not decide until it is mandatory for the terms of the law".
The effectiveness of the offer is subject to a number of conditions precedent: minimum acceptance percentage (at least 50% plus 1 share of all Abertis shares subject to the Offer); minimum number of subscriptions to the partial alternative in shares (not less than 100 million Abertis shares representing approximately 10,1% of the total shares subject to the offer); approval of the transaction by the Comision Nacional del Mercado de Valores and, to the extent applicable, by Consob; obtaining the necessary authorizations from the antitrust authorities and other administrative authorities for the change of control; approval by Atlantia's Extraordinary Shareholders' Meeting of the capital increase to service the issue of the Special Shares and of certain amendments to the Articles of Association – regarding the appointment of Directors – connected to the Transaction.
Analysts ubs write that Abertis shareholders "could be somewhat disappointed by the low premium" offered by Atlantia, which offered the same stock market value as in the last few sessions (8% more than the levels prior to the first rumors about the offer ). "But in our opinion the price exceeds the estimate of 15 euros for the NAV" of the Spanish company, they add from the Swiss bank, pointing out the "few synergies" as an element that explains the low increase in the price compared to market values.
Da Banca Akros however, they underlined that this operation could increase earnings per share by 25/30% and raised the board to "accumulated". Again from Equita they say that "the price offered is slightly higher than our expectations" which were set at 16 euros per share. Even the share in cash (77%) exceeds the estimated one (60%): "From what emerges there would therefore be no agreement with La Caixa, which according to Bloomberg would like a minimum offer of 17 euros per share". And according to analysts, Caixa's go-ahead "seems essential to closing the operation, which otherwise remains uncertain".
