The deadline for the presentation of another proposal to Atlantia by the CDP-Blackstone-Macquarie consortium for the purchase of its stake in Autostrade per l’Italia (ASPI) expired on Saturday March 27th. The proposal has not yet arrived, but the group of investors in a statement released yesterday assures that it is a matter of a few days: “The Consortium formed by CDP Equity, Blackstone Infrastructure Partners and Macquarie Infrastructure and Real Assets, is finalising its analyses, with the aim of submitting over the next few days a final offer for the purchase of the 88.06% equity investment held by Atlantia spa (Atlantia) in Autostrade per l’Italia spa (ASPI), or up to 100% of the company should the minority shareholders of ASPI exercise their tag-along rights” (see here the press release).
We recall that the consortium has so far submitted three proposals to Atlantia, all of which have been returned to the sender. The latest, binding, was filed at the end of February (see here a previous article by BeBeez). The consortium had already submitted two preliminary offers, both in October 2020 and both rejected by Atlantia because the economic terms were not sufficient (see here a previous article by BeBeez). The two previous preliminary offers are said to have valued ASPI 8.5-9.5 billion euros, while the binding offer is said to have valued ASPI 9.1 billions, which is much less than the 11-12 billion euros estimated by Atlantia and its shareholders using a RAB based method (see here a previous article by BeBeez). The latter figure in turn is much less than the 14.8 billion euros on the basis of which the last transaction on ASPI’s capital was carried out in 2017, when the consortium formed by Allianz Capital Partners, EDF Invest and DIF, on the one hand, and the Silk Road Fund, on the other, had bought 11.94% of the capital (see here the press release of August 2017 and here the one of April 2017). Italy’s broker Intermonte in an independent assessment has estimated 100% between 10.9 and 11.9 billions. The offer scheme should also initially envisage the establishment of a BidCo capitalized for 40% by Cdp and for the remaining 60% jointly by the funds, with the possibility at a later time for Cdp to rise to 51%.
However, we recall that the Board of Atlantia on Friday 26 February had also decided to proceed with the alternative route. The Board of Atlantia had in fact approved on 24 September 2020 a “dual track” process to get to the disposal of the 88.06% stake held in ASPI, regardless of the difficulties the company was encountering at the time in direct negotiations with Italy’s National Promotional Institution Cassa Depositi e Prestiti (CDP) (see here a previous article by BeBeez).
As an alternative to the hypothesis of a sale of the all stake in ASPI, the process provided for a partial and proportional spin-off of the stake of ASPI held by Atlantia in favor of a newco called Autostrade Concessioni e Costruzioni spa and its subsequent listing. In this regard, the Atlantia Board of Directors resolved on February 26 to postpone to July 31st from March 31st the deadline for the submission of any binding offer by third parties for the purchase from Atlantia of a 62.8% stake in Autostrade Concessioni e Costruzioni, which after listing would be the owner of the 88% stake in ASPI. In this way, this deadline would be aligned with that one set for the submission of any offers relating to the purchase of the entire stake held by Atlantia in ASPI.
So today the shareholders’ meeting of Atlantia is being held to extend the timing of the ASPI demerger project (see here the Explanatory Report of the Board of Directors). It is said that it will not be a smooth metting.
