A consortium formed by ACS S.A., Atlantia SpA and Hochtief AG has agreed to acquire Abertis Infraestructuras, S.A.
Terms: Hotchief will sell to the consortium the stake in Abertis it will acquire through the tender offer and subsequent squeez-out. The consortium will acquire Abertis’ shares for EUR 18.36 per share, which is the same price Hotchief paid on its tender offer. As of today, Abertis has 911,566,308 shares outstanding, valuing the company’s implied equity at EUR 16.7bn based on the offer of EUR 18.36 per share. ACS, Atlantia and Hochtief intend to enter into a long-term agreement with the aim of maximizing their strategic relationship and the synergies between themselves. The strategic alliance will be materialized through Atlantia’s inclusion as a Hotchief shareholder.
Financing: The parties will capitalize a consortium (special purpose vehicle) for an approximate amount of EUR 7bn, which will be used to hold and manage Abertis. New financing agreements will be entered into on behalf of the consortium to partially finance for the acquisition of Abertis from Hotchief.
Rationale: Hochtief will be able to expand its brownfield concessions portfolio by leveraging Abertis’ available platforms. The combined group’s financial capacity will drive increased investment and enhanced shareholder remuneration. The companies will share the financing costs attached to the deal, relieving each of them from taking on large amounts of debt individually. The synergies between Hochtief and Abertis alone are estimated to be in the range of EUR 6bn to EUR 8bn, generated by gaining more presence in high-growth geographies such as North America, Australia or Europe. Furthermore, a project pipeline of EUR 200bn has been identified for the years 2018-2021. The transaction will help Atlantia and Abertis become the largest toll operators worldwide, with 14,095km under management.
Post Deal Details: The SPV shareholder structure will be as follows: Atlantia will hold 50% + 1 share, therefore they will be consolidating Abertis and the SPV’s accounts, ACS will hold 30%, Hochtief will hold 20% – 1 share. Hotchief will carry out a capital increase of approx. 6,430,000 shares that will be subscribed by ACS at an issue price of EUR 143 per share, therefore for a total consideration of EUR 919.5m. ACS will sell to Atlantia 17,074,170 Hotchief shares at a price of EUR 143 per share, therefore for a total consideration of approx. EUR 2.4bn. Atlantia will end up owning a 24% stake in Hochtief. ACS will remain as the largest shareholder with a 50.1% stake. Atlantia will be able to exercise a call option for part or all of the investment held by Abertis in telecommunications company Cellnex Telecom SA.
Conditions: Completion of Hotchief’s AG tender offer of Abertis. Closing of financing arrangements. Regulatory approval.
Background: Atlantia first launched an unsolicited tender to acquire Abertis’ outstanding shares on 15 May 2017. The offer price was set at EUR 16.5. On 18 October 2017, ACS, through its subsidiary Hochtief, launches a competing bid for Abertis. The offer price was set at EUR 18.36, a 11.3% premium relative to Atlantia’s bid. The involved parties announced they had reached an agreement on 14 March 2018 to form a consortium with the aim of acquiring Abertis together. The agreement was approved by the companies’ BoD on 15 March 2018. As of 23 March 2018, Hotchief filed a formal request to change the terms of its ongoing offer. The agreement consists on: Hochtief’s bid will go forward while Atlantia’s will be retracted. Hochtief will first acquire the all of Abertis’ outstanding shares. Hochtief will then sell the all of Abertis’ shares to a SPV for the same consideration initially paid. The consortium will be formed by Atlantia (50% +1), ACS (30%) and Hochtief (20% -1).
AZ Capital
Advised in the sale of
Abertis Infraestructuras, S.A.
to