Abertis accepts the takeover of Hochtief and Atlantia

The purchaser will pay over €18 billion and will maintain the working conditions

The board of directors of Abertis unanimously gives a positive evaluation of the takeover price presented by Hochtief, the German subsidiary of the Spanish ACS. In a report remitted to the National Securities Market Commission (CNMV), its members jointly declare their intention to accept the offer with all of its shares, and recommend the remaining shareholders to sell their shares. The deadline for acceptance will end on May 8.

Abertis has sent to CNMV this report issued by its board, dated April 17. This is its response to the public takeover bid of Hochtief AG, authorized on April 12. This takeover bid encompasses the totality of the 990,381,308 shares of Abertis, and offers €18.36 for each one, establishing the company's value at €18.183,4 billion. This includes a premium per share of 33% over the average price of the six months preceding the first Atlantia takeover announcement in 2017.

The Board of Directors will not be present at the offer, however, with its treasury stock representing 7.958% of the company.

New shell company
The original Hochtief takeover, presented on October 18, 2017, improved the one previously announced on May 15 by the Italian Atlantia. Both were competitors until they reached an agreement that was materialized in the amendment to the takeover of Hochtief last March 23 and the withdrawal of the one presented by Atlantia. For this purpose, both agreed to establish a shell company together with ACS, which owns 71.72% of the German company's capital. Thereafter, Hochtief assumed the obligation to transfer to this company the shares purchased through the takeover.

Atlantia will be owner of 50% plus one share in the new shell company; ACS will own 30% and Hochtief 20% minus one share. The goal of this new company will be to take advantage of the positioning and experience of its shareholders to develop new business opportunities.

The agreement between Hochtief, Atlantia and ACS includes a capital increase of the German company, and the sale of shares by the Spanish company to the Italian one, so that the stake of Atlantia in Hochtief will increase to 24.14% and that of ACS will decrease to 50.15%. In any case, Abertis will continue to have its registered office and headquarters in Spain while the agreement is valid, and will modify neither the working conditions nor the rights acquired by its employees and managers.