MILANO – Almost a year after the signing of the agreement with the government, which also provided for the sale of Aspi (in July 2020) and almost three years after the collapse of the Morandi Bridge, with the tragedy of the 43 dead, the sale of Aspi is not yet a thing done. Just when the negotiation with CDP and with the funds participating in the consortium – Blackstone and Macquarie – seemed to be in the final stages, in one sense or another, the expression of interest advanced by Florentino Pérez, that is, by Abertis’ partner, emerged. , in cohabitation with Atlantia. The owner of the ACS construction group (as well as the Real Madrid football team) has put forward an initial assessment, based on public information, of between 9 and 10 billion euros.
Buying time, the first goal
Atlantia’s councilors face a big dilemma: who to negotiate with? For the moment, they have taken time, referring to their advisors and future board of directors (the next will be next week, probably Thursday) the examination of the two dossiers. On the one hand, they have a signed, financed and binding contract, with which the Cdp-Fondo consortium undertakes to buy 88% of Aspi, but also 100% if the other minority shareholders exercise the right of co-sale, paying at most 9.1 billion. In addition, compared to the previous offer (rejected by the board of Atlantia), about 400 million, unsafe but probable, of possible Covid refreshments that the government could give to all dealers, including Aspi, have sprung up. And that they would be turned over to the owner Atlantia, for the period in which he controlled Aspi (around the end of the year, to get to the closing). Another improvement, compared to the old plant, is the request for potential indemnities against related risks that emerge, has been “reduced” to approximately 800 million (out of a claim of 2.4 billion).
In short, the consortium (and its numerous advisors, from Citi and Unicredit for Cdp, to Rothschild for Macquarie and Lazard for Blackstone) believe they have developed a good proposal and perhaps they expected that, barring some details, the time to toast.
Business, Real Madrid and politics, the thousand faces of the “Shark” Florentino Perez
by Ettore Livini
Instead, a few hours after the board of directors that should have initially examined the CDP proposal, Pérez came forward. His proposal is an improvement in terms of economic availability, but refers only to a part, albeit “significant”, of Aspi. It is also a “potential interest”; in short, it is a manifestation of will, still far from being a binding offer, to be compared with the other one arrived on the board of directors. The significant liquidity deriving from the sale of Cobra to the Vinci group (4.9 billion) is also available but deferred – the closing is expected towards the end of the year – and moreover a part, 1-1.2 billion, will be reinvested with Win itself. Which certainly does not mean that Pérez cannot raise the stakes on Aspi, even independently of Cobra’s collection.
The knot of the assembly
In any case, it is increasingly difficult for directors to make a binding decision without going through the scrutiny of the assembly. This was the prevailing orientation even before, when only CDP’s offer was on the table. And the choice had become almost obligatory after the letter from Edizione, a 30% shareholder of Atlantia, which asked the board to treat as best as possible and then remit the decision to the shareholders. Until a handful of hours ago it was believed that the assembly would take place within the first part of May, now the orientation could be to postpone the vote to the end of May. It seems that the CDP proposal expires on May 28, if the expected response comes from the assembly, otherwise – according to the reconstruction of market sources – the barrier is on April 16 in the event that the decision is taken by the board. The deadlines can obviously be moved forward, but the consortium’s offer cannot be forever. It is unlikely that a binding proposal from ACS, which has not yet started due diligence, will arrive in a short time. It takes months to arrive at a weighted result, and in the abstract after auditing it may never even come.
Spanish lunge on Autostrade with the hypothesis of a higher price
by Vittoria Puledda
The other point to clarify is whether the meeting will be ordinary or extraordinary. Atlantia’s lawyers have been working for some time to untie the knot. But more generally, in the legal field, the orientation seems to be for an ordinary assembly: the sale of an asset, however important it is Aspi (it accounts for about 35% of the revenues of the entire group) is not such as to change the social nature of the holding and therefore to involve the amendment of the Articles of Association. In a nutshell, you don’t need a qualified majority to sell Autostrade. Therefore, ordinary assembly and simple majority of the present capital, if this system is confirmed. It is not a trivial step, and in any case it is not to find the votes: last time, when the meeting was in the extraordinary version, the deliberative quorum was not reached but in any case the Benettons and the Crt Foundation had had fewer votes than the others. Each assembly has its own history, but certainly the moment of counting always represents a demanding step.
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