Atlantia - EGM IT0003506190
The EGM (item 1) is called to approve a new plan for the disposal of Atlantia's 88.1% stake in Autostrade per l'Italia SpA ("ASPI"). A first plan was submitted to the EGM of 30 October 2020, but the proposal was withdrawn in light of non-binding offers received by a consortium led by the Italian State's company Cassa Depositi e Prestiti ("CDP") with the infrastructure investment companies Blackstone and Macquarie. The terms of the new plan are very similar to those proposed to the shareholders in October. The entire stake in ASPI will be transferred in a new company named Autostrade Concessioni e Costruzioni SpA ("ACC"), but the percentage of ACC shares to be distributed to Atlantia shareholders will be lower (37.2% instead of 61.9%), while Atlantia will hold a higher stake (62.8% instead of 38.1%). Atlantia has committed itself to sell in full its stake in ACC to third party investors at market conditions. In the event of a direct sale of 88.1% of ASPI by Atlantia, the spin-off transaction will not be carried out and a new EGM shall be called by the Company to revoke the authorization.
The terms of the new project are apparently less favourable to Atlantia shareholders respect to the ones proposed in October, because the Board resolved to facilitate the acquisition of a controlling stake in ACC by third-party investors, taking into account the difficulties of CDP's consortium and other institutional investors in submitting binding offers for the acquisition of ASPI. It should also be considered, that the sale of a higher stake in the new company will provide Atlantia with higher funds to be used to reduce its significant net debt.
In our opinion, the proposed plan for the disposal of Atlantia's stake in ASPI is effectively aimed at settling the dispute with the Italian Government without affecting the interests of the Company's minority shareholders. Therefore, we recommend approval.
In light of the uncertainties of the transaction, the Board of Directors recommends shareholders to submit their voting instructions on a date that is as close as possible to the final deadline of 13 January 2021.
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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