The Atlantia stock, suspended at the start of trading in Piazza Affari with a theoretical + 10.56%, has now opened and has risen by 9.24% to 20.75 euros for a capitalization of 15.6 billion, on the highest in two years (intraday top at € 21.26). Florentino Perez, the main shareholder of Spanish manufacturer Acs, is collaborating with Global Infrastructure Partner and Brookfield Asset Management on a potential offering on Atlantia. GIP and Brookfield presented a preliminary non-binding proposal for a possible offer on March 30 and together with Acs have an exclusive agreement for which, subject to the completion of any offer by the consortium, Acs could acquire a majority stake in the business of motorway concessions of Atlantia (50.1% of Abertis in addition to assets in Latin America).
However, at present the consortium has not taken any decision regarding a possible offer for Atlantia and no agreements have been reached with the company and / or its shareholders. “There is no certainty that a definitive and binding offer will be made, nor on its terms.” It is clear that the ultimate goal is an Atlantia stew to divide up its assets. But the Benetton family, the main shareholder of the infrastructure group with 33.1% through Sintonia (holding controlled by Edizione), the Blackstone fund (the fund that with Cdp and Macquarie acquired Autostrade per l’Italia) and other long-standing investors data, like the CRT foundation (4.5% of the capital), are studying a counter move to take over the whole of Atlantia, delist it and protect it from
On the other hand Bloomberg has suggested that the preferred scenario for ACS is “teaming up” with the Benetton family. Thus, the game could also end in a draw as Acs owns a 30% stake in Spain’s Abertis and Hochtief (Acs is the main shareholder with a 50.4% stake) a 20% stake. Atlantia is the main shareholder of Abertis with a 50% stake. Atlantia’s net financial debt / EBITDA 2022 ratio, after the sale of Aspi, should be approximately 4.3 times and Abertis 2022’s net debt / EBITDA approximately 5 times.
“Atlantia is coming out of a four-year period in which it was hardly considered an investment asset and therefore the interest in the group by potential suitors is credible, especially considering that the current inflationary context has made the assets real highly desirable “, commented an analyst, noting that the obstacle to an ACS offer is represented by the 33.1% in the hands of Benettons and for this reason an agreement with Perez cannot be excluded which would also put an end to the difficult coexistence in Abertis. “For this reason, we eliminate the holding discount we apply to our sum of the parts and replace it with a speculative premium of 15%, bringing our target price to 23.5 euros,
Bestinver Securities believes that a possible offer by a consortium led by Acs on Atlantia could have valid reasons: Acs holds 50% minus one share in Abertis, while Atlantia, which controls the remaining 50% plus one share, fully consolidates the Spanish infrastructure group; following the sale of 88% of Aspi, Atlantia collects € 8.2 billion, which would bring the parent company’s net liquidity to approximately € 5.4 billion. “Based on our sum of the shares of Atlantia, Abertis represents approximately 74% of Atlantia’s EV: € 32.7 billion out of € 44.5 billion. Furthermore, Atlantia, following the sale of Aspi, will have consolidated net debt. of about 22 billion compared to over 44 billion EVs, so it would have significant re-leverage potential “,
Among other things, at the end of 2021 ACS formalized the sale of its Cobra industrial services division to the French group Vinci for 4.9 billion, bringing its net cash position to around 2 billion. Perez had expressed interest in Aspi in April 2021, based on a 100% valuation of the net assets of 9-10 billion euros, essentially in line with that of the consortium led by Cdp (9.3 billion), and has more times declared the willingness to invest in the infrastructure sector. The Benetton family, on the other hand, does not intend to sell its 33.1% stake, which it intends to increase by not participating in the repurchase of 2 billion shares that Atlantia should carry out following the sale of Aspi.
“In the event of a war for the control of Atlantia, the Benetton family would have a clear advantage, as it already holds 33.1% of the capital, but its eventual success would leave open the problem of Abertis, of which Acs is a shareholder at 50 % “, continued Bestinver. At the same time “a possible war for the control of Atlantia would undoubtedly benefit the minority shareholders, but would risk becoming too burdensome for the contenders. We do not therefore exclude the possibility that Benetton and Perez agree, jointly withdrawing Atlantia from the market and then proceeding to the dissolution of the group “.
The sum of the parts of Atlantia calculated by Bestinver leads to a valuation range of 19-20 euros which, however, could have a further upside of 1.8 euros per share in the event of a positive settlement of the legal dispute on the AP7 Agreement by by Abertis. Instead, “in the event of a takeover, we believe that an offer for Atlantia could have some chance of success at no less than 23 euros, which means with a premium of + 21% compared to the last closing, corresponding to an equity value of approximately 19 billion euros. We believe that Atlantia offers a mix of growth, low risk profile of the business model, sustainability, innovation and shareholder remuneration that makes the stock particularly attractive as an investment. We therefore confirm our buy recommendation. ”
For Banca Akros, any merger with Acs can lead to further synergies for the company’s business in Latin America (held directly by Atlantia and through Abertis). However, “given the holding’s stake in Atlantia and the buyback in progress, a hostile offer could be difficult,” noted the investment bank, reiterating the accumulated rating and the € 18.50 target price on the Atlantia share. Equita Sim also considers a hostile takeover bid difficult not only because the Benettons own 33.1% of Atlantia, but also because other historical shareholders are present in the capital, namely Gic (8.2%) and Fondazione Crt (4.5% ) which would bring the overall share to 46% (in addition to HSBC with 5%).
“Speculative interest is created in the stock, although, given the position of Edizione and the other historical shareholders, an agreement should be reached with these shareholders in the event of an offer on the stock. Our valuation of € 20.5 per share includes a 5% premium on our share sum for the significant buyback we expect will be made, even with a probable partial tender offer on the market “, concludes Equita. (All rights reserved)
