BERLIN (dpa-AFX) - HOCHTIEF, Atlantia S.p.A and ACS, Actividades de Construcci?n y Servicios, S.A. have reached an agreement on a joint investment in Abertis Infraestructuras S.A., which is in principle binding but subject to the fulfilment of certain conditions.
In relation to the competing voluntary public tender offer for Abertis's shares launched by Hochtief, approved by Spain's market regulator, the 'CNMV' on 12 March 2018, Hochtief would amend the terms of its offer by eliminating the share component of its counterbid, so that the value of the counterbid would remain unchanged at 18.36 euros per Abertis share, with this amount to be paid entirely in cash.
Hochtief would exercise its squeeze-out right should it achieve the legally required threshold or, alternatively, it would delist Abertis.
The companies would establish a new special purpose vehicle with capital of about 7 billion euros or the 'Holding Company', which would acquire Hochtief's entire investment in Abertis, acquired by Hochtief as a result of its public tender offer, for a consideration identical to the amount paid under the terms of the public tender offer and of any squeeze-out or delisting.
The Holding Company's capital would be held by the parties as follows: Atlantia 50% + one share, ACS 30% and Hochtief 20% less one share, thereby enabling Atlantia to consolidate the Holding Company and Abertis in its accounts. The parties would enter into a shareholder agreement governing their relations as shareholders of the Holding Company, including qualified majority voting, as is usual in this type of transaction.
Hochtief would issue approximately 6.43 million new shares to be subscribed for entirely by ACS at a price of 146.42 euros per share. ACS would then sell Atlantia shares in Hochtief with a value of up to 2.500 billion euros at the same price paid for the newly issued shares.
Atlantia, ACS and Hochtief intend to enter into a long-term agreement with the aim of maximising their strategic relationship and the synergies between themselves and Abertis in the form of new public-private partnerships, including both greenfield and brownfield projects.
As per the agreements, Atlantia would withdraw its public tender offer for Abertis's shares, approved by the CNMV on 9 October 2017.
Copyright RTT News/dpa-AFX