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Abertis Council supports ACS and Atlanticia joint takeover bid

The concessionaire's maximum governing body advises shareholders to sell their shares. La Caixa supports the operation

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Abertis Council supports ACS and Atlanticia joint takeover bid

The Board of Directors of Abertis, held yesterday, issued an opinion favorable to joint takeover bid presented by ACS and Atlanticia to take concessionaire for 18,181,000,000 euros, reported in sources close to Council. In its report, highest governing body of Abertis advises shareholders to come to offer and sell ir share. Criteria Caixa, Abertis ' main shareholder with 21.55% of capital, has also expressed its intention to support OPA and to discard its share of capital.

Free route for acquisition of Abertis by Spanish ACS and Italian Atlanticia. The Abertis Council endorsed yesterday to support joint takeover bid by understanding that it was an operation that brings value to company and is beneficial to shareholders.

In addition to Council's position, directors issued ir respective individual reports, communicating that y will attend OPA and sell ir shares. Similarly, Criteria Caixa, a reference shareholder of Abertis, expressed its desire to support operation, informed country in sources close to Council.

Now it will be rest of shareholder to be positioned. Firstly, investment funds (Burlington Loan, BlackRock, Lazard, Elliot Capital, Lyxor, Société Générale, JP Morgan and Farralon Capital), which have so far not been pronounced. and, secondly, 70,000 small shareholders who hold Abertis ' titles.

term for shareholders

To all of m, ACS, Hochtief and Atlanticia offer m 18.36 euros per share, with payment in cash, which totals 18,181,000,000 of euros in total. Abertis is expected to officially communicate today position of its Council to National Securities Market Commission (CNMV). After authorization by stock Exchange regulator, shareholders now have a deadline until May 8th to decide wher or not to attend takeover bid.

But ACS and Atlanticia still have regulatory duties to do. The Minister of Energy, Tourism and Digital Agenda, Álvaro Nadal, explained yesterday that two suitors need three of four Hispasat-related authorisations y need to buy abertis, and has indicated that y have not yet requested m. In particular, foreign investment permits are lacking, shareholders agreement (in this case, SEPI and Ministry of Energy) and agreement of Council of Ministers.

Just yesterday, ACS, through its German subsidiary Hochtief, closed a credit card with a list of 27 financial institutions to guarantee and afford joint takeover bid with Atlanticia by Abertis for 18,181,000,000 euros, same amount to which Ascend operation. This is bridge loan that will initially be financed by OPA, since subsequently, ACS and Atlanticia replace this credit for financing y already have designed for operation once offer is liquidated and three companies pass to control group of Highways through a joint venture.

ACS and Atlanticia have wanted that both in credit bridge and in definitive financing participate all banks that already financed unilateral takeovers that each company had launched by Abertis

BBVA, Bankia, Santander and CaixaBank are four Spanish banks participating in credit, with 2.074 billion, 11.4% of total funding. The entity that provides most funding is BNP Paribas, with 1.633 billion euros, ahead of Intesa Sanpaolo and UniCredit, with 1.296 billion each.

Under agreements reached, once OPA and Abertis are concluded and liquidated, y are excluded from a stock exchange, Hochtief will sell concessions group to joint venture that will be Atlanticia, ACS and Hochtief itself. It will be this common society that signs definitive financing of Abertis joint takeover operation. Since three partners will contribute a total of 7 billion euros to ir joint venture, this firm will subscribe to a bank financing of about 10 billion.

This financing will be structured in two tranches, one of 7 billion euros and or of 3 billion. The partners expect to amortize first of tranches with asset sales and bond issuances. The list of 27 banks also includes French entities such as Natixis, Crédit Agricole and Société Générale, as well as BNP, Japanese as Mizuho bank or Sumitomo Mitsui Banking, China Industrial and Commercial Bank, or British as HSBC.


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