August 30, 2017 | Industrials | Europe | Ended

Abertis / Atlantia: M&A Re-Rating and Counterbid/Bump Scenarios

A successful Abertis / Atlantia merger is much more likely now than during the companies’ first failed attempt in 2006. Now that the target and acquirer have swapped roles, Italian protectionism can no longer lapse the deal. The pending deal has compelling rationale, is accretive for Atlantia and should face few antitrust concerns. It is also only subject to a low 50% + 1 minimum acceptance condition, aimed at ensuring transaction consummation. Despite such positive aspects, the deal faces multiple hurdles with varying effects on Abertis and Atlantia shareholders. Our research assesses deal impacts on Atlantia and ACS, ACS’ funding options, the interested parties, LBO returns, Criteria Caixa and Spanish government influences, break prices and event driven trading strategies. The outcomes present different opportunities for different strategies.

1. Situation Overview and Strategic Rationale 2. Potential Buyers: ACS, CVC Capital, TCI Fund, HNA Group, Criteria 3. ACS’ Historical Links to Abertis and Likelihood of a Counterbid 4. ACS M&A Financing: Increase Leverage vs. Raise Capital 5. Hochtief Funding and Potential as Acquisition Currency 6. Abertis Leveraged Buyout and Accretion / Dilution Analyses 7. Criteria’s Influence and Shareholder Acceptance Considerations 8. Spanish Government Preferences and Potential Political Intervention 9. Abertis and Atlantia: Valuation, Break Prices and Trading Strategies 10. Deal Structure and Timing

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