Gleiss Lutz advises in one of the largest European M&A transactions of the year
With a volume of around 32.1 billion euros (including liabilities), the multi-billion-euro acquisition of Abertis and a shareholding in Hochtief by Atlantia is one of the largest M&A deals in Europe and has been successfully completed on October 30th, 2018.
Atlantia S.p.A. is a group of companies in the service sector, listed on the Milan Stock Exchange. Since last year, Gleiss Lutz has been advising the group on its acquisition of Abertis Infraestructuras S.A.
Atlantia, Hochtief AG and Actividades de Construccion y Servicios S.A. (ACS), its majority shareholder, have finalized the agreement signed on 23 March 2018 for the joint investment in Abertis Infraestructuras SA. Together, they acquired Abertis Infraestructuras S.A., the listed Spanish electronic toll collector.
The completion of the takeover concludes a bidding war between Hochtief and Atlantia that has been ongoing since May 2017. Last autumn, Hochtief offered approximately 18 billion euros to buy Abertis, topping Atlantia's original bid. Atlantia responded by announcing it would increase its offer.
To avoid a bidding war, Atlantia, ACS and Hochtief agreed to jointly acquire Abertis and establish a joint holding company. Hochtief firstly took over Abertis, and shares were contributed to the holding company with equity of seven billion euros. Atlantia owns a 50 percent stake plus one share and assumes operational management, while Spanish group ACS owns a further 30 percent and Hochtief 20 percent minus one share. Atlantia also acquired shares in Hochtief worth approximately 2.5 billion euros, making it Hochtief's second-largest shareholder with roughly 24 percent.
Atlantia S.p.A. is an electronic toll collection specialist based in Italy. It currently manages 3,100 kilometres of toll motorway in Italy and 262 toll booths, representing approx. 56 percent of Italian motorways.
Established in 2003, Abertis manages a global toll road network spanning over 8,600 kilometres. In Spain alone it covers almost 1600 kilometres, more than 60 percent of Spanish toll roads. Abertis also has operations in Italy, France, Great Britain and South America. It generates over 70 percent of its turnover outside of its domestic market.
Led by Dr. Christian Cascante (partner, corporate/M&A), the following Gleiss Lutz team advised Atlantia: Martin Hitzer (partner, corporate and capital markets, Düsseldorf), Dr. Patrick Mossler (partner, corporate/M&A, Hamburg), Dr. Jochen Tyrolt (partner, corporate/M&A, Stuttgart), Dr. Thorsten Gayk (counsel, corporate/M&A, Hamburg), Dr. Ingo Brinker (partner, competition/antitrust), Dr. Iris Benedikt-Buckenleib (counsel, competition/antitrust, both Munich), Dr. Daniel Heck (Hamburg), Dr. Markus Martin, Sava Kasaliyski, (both Stuttgart), Florian Schorn (Munich), Katharina Müller (Düsseldorf), Lucie Freifrau Haller von Hallerstein (Munich, all corporate/M&A), Dr. Andreas Neun (partner, public law, Berlin) and Dr. Marc Ruttloff (counsel, public law, Stuttgart).