Clifford Chance Spain advises ACs, construction company on its agreement with Atlantia S.p.A and Hochtief AG for a joint investment in Abertis S.A.

6 April 2018

• Javier García de Enterría, Luis Alonso, , Samuel Rosas, Miguel Odriozola, , Ana Latorre, Jaime Almenar, , José Guardo

Clifford Chance Spain advises ACs, construction company on its agreement with Atlantia S.p.A and Hochtief AG for a joint investment in Abertis S.A.

We are advising ACS, Actividades de Construcción y Servicios S.A., on its agreement with Atlantia S.p.A and Hochtief AG for a joint investment in Abertis S.A.

Atlantia launched an initial takeover bid for Abertis and Hochtief a competing bid, for a global amount of approx. 18 billion euros. ACS (controlling shareholder of Hochtief), Hochtief and Atlantia have reached an agreement for a joint investment in Abertis, that will comprise: (i) the withdrawal by Atlantia of its takeover bid; (ii) the modification by Hochtief of its bid in order to offer a full cash consideration; (iii) the creation of an SPV, 50% of which plus one share will be owned by Atlantia, 30% by ACS and 20% less one share by Hochtief, and that will acquire the Abertis shares from Hochtief in the event the bid is successful; (iv) a capital increase in Hochtief that will be subscribed by ACS, who will sell a stake of approx. 23% in Hochtief to Atlantia, and (v) a commercial agreement between the three parties, in order to collaborate on new PPP projects in global markets.