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Expert Corporate Governance Service (ECGS)
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Etude l' AG du 02/08/2017

The EGM (item 1) is called to authorize the Board to increase the share capital by up to maximum 160'310'000 shares (19.4% of existing share capital) to service the acquisition of Abertis Infraestructuras SA. The offer for 100% of Abertis shares amounts to € 16.4 billion, equal to € 16.50 per share, to be partially paid in shares for a maximum of 23.2% of Abertis share capital. Abertis' shareholders may opt, in whole or in part, for a payment in shares at a ratio of 0.697 Atlantia Special Shares for each Abertis share. The offer is subject to the acceptance of the partial share exchange offer by at least 10.1% of Abertis' share capital. Hence, the maximum cash payment will amount to 89.9% of the offer, or € 14.7 billion.
Atlantia Special Shares will be non-transferable and their holders will have the right to appoint 3 additional members of the Board of Directors (1 if they will represent less than 13% of the share capital). Therefore, the number of Directors will be increased from 15 to 18 (or 16). On 15 February 2019, all Special Shares will be automatically converted into ordinary shares, and at the 2019 AGM the number of Directors will be reduced back to 15. The Board also proposes to amend the Directors' election mechanism, allowing shareholders holding at least 10% of the share capital (namely, Abertis' major shareholder "la Caixa", if it will accept the share exchange offer) to appoint 3 Directors. We strongly regret that the basic principle of equal treatment of shareholders will be violated, but we do not expect significant changes in the composition of the Board after the conversion of special shares in February 2019, as 3 Directors will still be appointed by independent shareholders and 12 by significant shareholders (9 by Edizione and 3 by "la Caixa").
Concerns may arise over the financial position of Atlantia after the transaction. According to Atlantia, its net debt/EBITDA leverage ratio should increase from 3.0 to 5.3 after the acquisition of 100% of Abertis, compared with a peer average of 5.5. However, we recognize that the offer has been effectively structured to attract the acceptance of Abertis' major shareholder "la Caixa" (22.3%), which risks to be critical for the success of the transaction. At the same time, the minimum acceptance threshold for the share exchange offer (10.1%) is aimed at reducing the risk of an excessive deterioration of Atlantia's financial position. The acquisition of Abertis will enhance Atlantia's competitive position and it will significantly reduce the risks related to its high exposure to a single market (Italy currently represents 86% of EBITDA). Also considering as reasonable the maximum dilution of current shareholders' rights (16.3%), we recommend approval.

Underlying
Atlantia

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.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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