MILANO – The Benetton Edition points straight up Atlantia and proposes a takeover bid at 23 euros per share, with the aim of permanently securing control of the company, already firmly in the hands of the Venetian family since 1999, delistering it. A dividend of 0.74 euros is added to the offer, which brings the value of the share to those who subscribe to 23.74 euros. The overall value of the takeover bid for Edizione and Blackstone – explains a note – incorporates a premium equal to 28.4% compared to the official price of the shares as of April 5, the last trading day before rumors about a potential transaction on the share capital of Atlantia.
The operation
The takeover bid takes place through the company Schemaquarantatrè (HoldCo), established on 6 April last, whose capital is entirely held by Schemaquarantadue, a company which in turn refers to Edizione (through Sintonia) and Blackstone (through two Luxembourg companies in special limited partnership) ). Fondazione Cassa di Risparmio di Torino has also entered into an agreement with which it is committed to accepting the offer the 6,251,446 shares held in Atlantia, representing 0.76% of the issuer’s share capital, within 5 working days from the beginning of the subscription period, and if the offer is successful, reinvest all proceeds from the sale of such shares to subscribe for HoldCo shares on the same terms as the Blackstone Investors.
Takeover bid at 90%, offered by 12.7 billion
The totalitarian takeover bid by Edizione and Blackstone on Atlantia is subject to the fulfillment of a series of conditions, as is the case in all takeover bids.
Among the conditions envisaged, in addition to obtaining the prior authorizations without prescriptions, conditions or limitations, the achievement of a threshold of acceptance of the offer is also envisaged such as to allow the bidder to hold a total shareholding exceeding 90% of the share capital of the issuer, by calculating in the shareholding the shares held by the persons acting in concert, the own shares and those possibly acquired by the offeror and by the persons acting in concert outside the offer.
In case of adhesion of all the shareholders, the bid will be worth over 12.7 billion euros. The total value of the offer, calculated on the basis of the price set at 23 euros, is in fact 12,706,188,770 euros.
How the offer has matured
Someone claims that the operation was in the air since last year, when the Benetton safe, after having found an agreement with Cdp, Blackstone e Macquarie, immediately went from 30 to 33% of the infrastructure giant, also announcing a maxi buy back of 2 billion euros. Moves aimed at making the company an indigestible morsel, at a time when the company was at its lowest, and had just returned from months of negotiations for the sale of 88% of the Tricolor Motorways (Aspi).
Someone, on the other hand, claims that the idea took shape at the beginning of March, when Alessandro Benetton became executive chairman of Edizione Holding and received an informal advance from the funds Gip Capital e Brookfieldwhich was later joined by the Spanish Acs of Florentino Perez (which has 49.1% of Abertis, the vehicle of the Spanish and French motorways, 50.1% controlled by Atlantia)
The fact is that the family has decided to focus heavily on the infrastructure holding, which alone represents about three-fifths of its nav (the value of its assets), to lock in control together with its long-time partners including CRT – which is a partner. of Atlantia since ’99 – and the Singapore government fund Gic, with which the Benettons had done business first with Aeroporti di Roma-Gemina and then with Atlantia.