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The CNMV authorizes the Contraopa of ACS by Abertis

The company of Florentino Pérez competed with Atlanticia for the control of the motorway concessionaire, although they now negotiate a joint offer

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The CNMV authorizes the Contraopa of ACS by Abertis

The CNMV has today authorized OPA presented by Hochtief, a German subsidiary of Constructora ACS, to take over 100% of Abertis motorway concessionaire, as reported by latter in a relevant event. The authorization of CNMV arrives when builder that leads Florentino Perez has admitted conversations with his rival in fight for Abertis, Italian Atlanticia, to distribute company. For time being, both have presented ir respective offers, which may be left in wet paper in event of a pact.

According to relevant fact, CNMV has authorized OPA of Hochtief on Abertis infrastructures, presented on October 18 "to understand ir terms to current rules and to consider enough contents of explanatory leaflet presented". It also considers that price offered by Hochtief, 18.36 euros per share and a shareholder exchange, is "in accordance with stipulated fair price" in applicable rules.

This is a procedure that can be anecdotal if open negotiations between ACS and Atlantico are successful in order to share control of Abertis. The Italian was first to launch a takeover bid on concessionaire of highways, at a rate of 16.5 euros per share that valued company in 16.3 billion. It was authorized by CNMV, but government did not like that concessionaire, majority partner of Hispasat satellite company, passed to Italian, so this had to ask government for authorisation.

ACS n appeared, through German subsidiary Hochtief, to launch a more juicy counteroffer on motorway company. His offer exceeded that of Italian and also strove to lower concerns of Government to ensure that Abertis would remain "a Spanish company based in Madrid." It was pending its authorization by CNMV, although it was taken for granted.

However, both ACS and Italian seem to have no intention of fighting for dealership and entering a battle of takeovers that would make operation more expensive. Thus, last week, Spanish construction company admitted that it is in talks with Atlanticia to look for formulas that allow m to share control of concessionaire.

Legal deadlines

Once authorized both OPA of Hotchtief and that of Atlanticia, CNMV has to establish period of acceptance. According to regulations, once this period is fixed, Abertis ' shareholders have 30 days to decide what offer y accept. During that time, both opantes could improve ir offer as many times as y want and will start counting deadlines again.

In case of staying both, five days before end of acceptance period, which will be fixed by CNMV, y could make ir final offer in "envelope closed" or equivalent means. Atlanticia, for being first bidder and if you have not given up, you will have last word.

However, if both sides reach an agreement, Atlanticia may desist and withdraw ir offer, and let Hochtief go ahead with his or submit a joint offer, with commitment that at end of it, control of Abertis be shared. The plans go through creating a company owned by both Opantes to distribute control of concessionaire without having to cut it, at least in a first phase, maintaining headquarters in Madrid, as y have filtered sources of operation.

By maintaining integrity of abertis ' strategic assets, government's permission would be facilitated and favour of Abertis ' shareholders would be attracted. However, or sources recall that a similar process was lived when Enel bought Endesa to Acciona with commitment to maintain its integrity, and n to get rid of all its Latin American assets that happened to depend directly on electric Italian.

In this case, Atlanticia would be interested in taking routes of Italy, France and some of Latin America, and ACS to stay in Spain, where Abertis is first payment operator, and rest of Latin Americans.


In brochure of OPA of Hochtief, which can be left in wet paper if finally an agreement with Atlanticia is reached, it has been reference only to two divestments: Cellnex and Hispasat. In case of company of television antennas and repeaters, ACS subsidiary warns that it will be released from at least 4% of Cellnex, of which Abertis controls 30%, to avoid having to launch a takeover bid on entire subsidiary.

It also ensures that divestment is raised in Hispasat, taking into account decision of Abertis General shareholders ' meeting. The brochure values satellite company that chairs Elena Pisonero in 1.254 billion of euros, a hundred million more than what was offered by Red Eléctrica.

ACS ' subsidiary states that once OPA has triumphed, it will integrate both firms under a publicly held holding company in Germany, in which shareholders of Hochtief and Abertis will participate, although maintaining concessionaire's headquarters in Spain.

Abertis ' shareholders promise to raise dividend to 90% of consolidated profits of society that results from integration. Hochtief contributes as collateral bank guarantees for 14,963,000,000 euros.

Enlargement of Sol motorway in Chile.

The Government of Chile has authorized motorway Del Sol, controlled by Abertis by 80%, to carry out work worth 110 million euros, in exchange for an extension within term of a concession.

The investment to be carried out by concession consists of construction of third lanes between towns of Santiago and Talagante, as well as or complementary works that will serve to solve congestion problems caused by increase Significant traffic in recent years. In exchange, Autopista del Sol will get an extension of concession period of 22 months, until 2021.

With an extension of 132 kilometres, motorway of sun constitutes main connecting route between city of Santiago and port of San Antonio, largest of Chile, with an area of influence that includes central regions of Chile and province of Mendoza in Argentina. . During year 2017, Autopista del Sol contributed to Abertis accounts with 71 million to revenues and 56 million to EBITDA.

With this agreement, Abertis reinforces its commitment to public-private collaboration with aim of achieving future value creation solutions for territories through agreements with public administrations, as reported by operator in a fact Relevant to CNMV.


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