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Expert Corporate Governance Service (ECGS)
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Atlantia - EGM 29 March 2021

The EGM is called to partially amend the plan for the demerger of Atlantia's 88.1% stake in the motorway operator Autostrade per l'Italia SpA ("ASPI"), by postponing the deadline for the receipt of binding offers from institutional investors from March 31 to July 31, 2021. All the other terms and conditions of the plan will remain unchanged.

The proposal is justified by the fact that on 24 February 2021, Atlantia received a binding offer for the acquisition of its entire stake in ASPI by a consortium of investors led by the State-owned company CDP SpA. The Consortium offered €8.1 billion for 88.1% of ASPI, corresponding to a valuation of €9.1 billion for 100%. The Consortium also requested Atlantia guarantee up to €700 million in potential damage claims related to the collapse of Morandi Bridge.

The Board of Directors did not accept the offer, considering the price below expectations and the contractual terms "not consistent with the interests of Atlantia or its stakeholders as a whole". 

In our analysis covering the EGM of January 15, we considered the proposed plan for the disposal of Atlantia's stake in ASPI as effectively aimed at settling the dispute with the Italian Government without affecting the interests of the Company's minority shareholders. The extension of the deadline for the receipt of binding offers on Atlantia's stake in ACC will give more time to the Board of Directors to negotiate better conditions with the CDP Consortium, as well as to receive potential offers from other institutional investors, without affecting the alternative demerger plan approved by the shareholders in January. Therefore, we recommend approval.

Underlying
Atlantia S.p.A

Atlantia is a holding company with subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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