Castling on Atlantia, here is the Edition and Blackstone takeover bid

All the details on the totalitarian takeover of Edition and Blackstone on Atlantia

In the end, the much-whispered takeover bid on Atlantia was engineered and communicated: this is how Edition and Blackstone actually bar the way to the plans of the Spanish group Abertisallied with the Gip and Brookfield funds.

Here are all the details

Edition (Benetton family) and Blackstone have announced the totalitarian bid on Atlantia at a price of 23 euros per share. To this is added a dividend of 0.74 euros 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 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 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.

The objective of the takeover bid is the delisting on Atlantia “that is the total effect of the“ acquisition of all the shares in circulation and, consequently, the delisting ”.

The conditions also include the achievement of an overall threshold for an offer to allow the offer to hold a stake exceeding 90% of the issuer's capital.

If all Atlantia shareholders subscribe to the Edition and Blackstone offer, the offer 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. To finance it, Blackstone investors, through a share capital increase or other capital contributions, will bring HoldCo up to € 4,481,188,770 while a pool of banks has signed a commitment to a loan for € 8,225,000,000.

The offer is assisted by Goldman Sachs Bank Europe succursale Italia, Mediobanca, Bank of America, JP Morgan Securities, Ubs and UniCredit as financial advisors, by Gatti Pavesi Bianchi Ludovici, Legance – Avvocati Associati and Simpson Thacher & Bartlett LLP, as legal advisors.

The vehicle of the Benettons and Blackstone (Schema43) that promotes the voluntary offer on Atlantia will face the outlay (12.7 billion euros in the event of full membership) through a capital increase of 4.48 billion euros and a financial debt of up to 8.22 billion from Schema 42 per scheme43. In this regard, on 14 April 2022, Schema42 "received a letter of commitment from a pool of lending banks" relating to this loan.

This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/arrocco-su-atlantia-ecco-lopa-di-edizione-e-blackstone/ on Thu, 14 Apr 2022 06:25:20 +0000.