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ACS and Atlanticia close agreement to take Abertis meetings

The Italian will withdraw its OPA and the Spanish will maintain its offer of 18.36 euros per share but with all the cash payment

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ACS and Atlanticia close agreement to take Abertis meetings

Abertis will have a new owner next May. Or rar, you will have two new owners in equal shares. Atlanticia and ACS have announced on Wednesday closing of an agreement to seize joint control of concessionaire through a new company.

More information
  • Abertis trusts not to Desgajarse after Takeovers war, which hopes to conclude in May
  • The CNMV authorizes Contraopa of ACS by Abertis
  • The future of Cellnex, among cottons
  • ACS and Atlanticia confirm talks to share Abertis

The pact contemplates that Italian company withdraw its initial OPA on concessionaire for 16,341,000,000 of euros, and that ACS, through its subsidiary Hochtief, maintains yours at same price of 18.36 euros per title (once dividend of concessionaire is discounted) But eliminating swap in shares of about 20% of total that contemplated original offer. This change is an improvement for Abertis ' shareholders who will receive all cash payments if y come to OPA.

The agreement leaves all parties satisfied in principle, and puts an end to a war of takeovers that lasted almost nine months and which threatened to ruin operation due to high price it was acquiring. In this way, both Atlanticia and ACS stop accountant in 18.6 billion euros that will have to pay in case all shareholders of Abertis come to OPA of Hochtief.

The pact significantly reduces financial risks for both parties. In particular for ACS, which had credits backed by more than 14 billion euros to face purchase, and now not only divides bill in half but will not even have to assume in its balance debt that results from operation. To this end, holding company through which Abertis is controlled will be owned by Atlanticia by 50% more an action, so that it is Italian group that consolidates in its accounts both company and Abertis.

The government also stays calm. Although Abertis is excluded from quotation, new control company created will be listed on Spanish stock exchanges and is headquartered in Spain. The group that controls Benetton family and company headed by Florentino Pérez will also share Council of control company, whose president will be appointed by ACS, and CEO of Atlanticia, according to sources of negotiation.

Hispasat

With ACS in shareholding, executive will have easier to carry out his project that Red Eléctrica finally acquires Hispasat, participated by Abertis, leaving strategic company of satellites in Spanish hands.

Abertis shareholders also win. Since bid for concessionaire began, with presentation of Italian offer on May 2, its shares have soared in bag over 24%. Today y closed to 18.61 euros, although y came to be quoted at 19.5 euros in war of takeover bids. ACS shares scaled 7.96% after suspension was lifted.

Once Hochtief reformulates its offer and is authorized by National Securities Market Commission (CNMV), Abertis Council shall decide on it within ten days. In this statement position of Criteria Caixa, main shareholder of Abertis with 21.55% of capital, will be decisive.

But last word will be minority shareholders. First, investment funds (Burlington Loan, BlackRock, Lazard, Elliot Capital, Lyxor, Société Générale, JP Morgan and Farralon Capital), which can still push to improve supply economically, because some of m have increased ir Participation animated by War of takeovers. and, secondly, 70,000 small shareholders who hold Abertis ' titles.

The keys to a complex operation

The agreement between Atlanticia and ACS to control Abertis is stratified in several points.

modified offer. Hochtief must modify its offer with improvements in payment condition, but not in final price (18.36 euros). The OPA must be re-authorized by CNMV, and a period of 30 days will be opened for shareholders of Abertis to decide on it. Previously, Atlanticia would desist from its offer.

After takeover bid, forced sale right of minority will be exercised in case of reaching legally required threshold (90%) or, alternatively, exclusion of negotiation of Abertis shares will be promoted.

control Holding company. The second part of pact is creation of a holding company for control of Abertis. The parties will capitalize on 7 billion euros in this company vehicle which will acquire Hochtief full participation taken by Abertis in OPA for same price (18.36 euros per share) of offer and in forced sales or exclusion of trade ation. The holding company is to sign a new contract for partial financing (more than 62% if re is 100% acceptance). This company will belong to 50% plus an action to Atlanticia, 30% to ACS and 20% less an action to Hochtief. In this way, ACS will not have to consolidate corresponding part of debt. The new company will be listed on Madrid Stock Exchange and is headquartered in Spain.

Partial sale of Hochtief. The third part consists of entry into capital of Hochtief by Atlanticia. To this end, a capital increase of 1 billion euros will be made (10% of market value, which is in 9.5 billion), at rate of 6,430,000 of shares at a price of 146.42 euros per title. ACS, which currently has a 71.7% stake, would subscribe to enlargement. Afterwards, it will sell at same price shares of Hochtief to Atlanticia for a total value of up to 2.5 billion euros, which would imply a participation of Italian company of up to 25% in German subsidiary of ACS.

long-term contracts. The parties intend to sign a long-term contract in order to maximize strategic relationship and synergies with Abertis in new public-private partnership projects, both in supply and construction projects (Greenfield) and in Projects in operation (Brownfield).

Asset Management. The agreement referred to CNMV does not speak of management of assets or of a possible distribution. However, sources of negotiation ensure that amended brochure of OPA will only contemplate disinvestments in Hispasat and Cellnex. It will be kept under umbrella of new holding company all concessions of 8,600 kilometers of toll motorways. There is also no mention of commitments to staff.

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