* Atlantia to issue 1 new share for every 9 Gemina shares
* Deal to be completed end-2013, includes no cash component
By Danilo Masoni
MILAN, March 8 Atlantia has agreed to
buy Gemina in an all-share deal to create one of the
biggest European motorway and airport groups with businesses in
Italy and Latin America.
The new group will have a market value of over 10 billion
euros ($13 billion) and be controlled by Italy's prominent
Benetton family through its infrastructure holding Sintonia.
The operation, Italy's largest M&A deal this year, entails a
swap ratio of 1 newly issued Atlantia share for every 9 Gemina
ordinary or savings shares, Atlantia said in a statement after
the market close on Friday.
"The merger marks the completion of a broad industrial
project, aimed at creating a leading international player in the
motorway and airport infrastructure sector," said Atlantia,
which operates Italy's largest toll-road network.
The deal, which is expected to be finalised by the end of
2013, does not include a cash component, it said.
Talks with Gemina, which owns Rome airports operator ADR,
kicked off in January after the government approved a new tariff
scheme for ADR, ending years of regulatory uncertainty.
The deal will allow Atlantia, which also operates about
1,800 km of motorways in Brazil and Chile, to branch out into
airport concessions in Latin America. It will not, however,
generate meaningful cost synergies, a Milan-based analyst said.
"The deal makes industrial sense for Atlantia, while I don't
see cost synergies. It will take time, perhaps one year or
something more, for Atlantia to step forward as an airport
operator," he said.
The tie-up would make ADR financially stronger, helping it
to roll out an ambitious plan of investments to bring its Rome
Fiumicino airport, whose development has been held back for
years, up to global standards.
The investment plan for Italy's largest airport hub foresees
investments for 12 billion euros by 2044, of which 2.5 billion
euros in the next 10 years.
Sintonia, whose other investors are Goldman Sachs,
Mediobanca and Singapore's GIC sovereign wealth fund,
will have a stake of 45.6 percent in the new group.
The merger echoes similar operations elsewhere in Europe.
In December, French construction and concession giant Vinci
bought Portuguese airports operator ANA with a hefty
3.08 billion euro bid, while Spain's Ferrovial has set
its sights on Chicago's Midway airport.
Shares in Atlantia and Gemina were suspended from trading on
the Milan stock exchange on Friday morning ahead of the
announcement. Before the halt their market prices implied a swap
ratio of around 9.2 Gemina shares for one Atlantia share.
Shares in Atlantia last traded at 12.74 euros and Gemina at
1.379 euros on Friday.
A first shareholder meeting to approve the deal will be held
on April 30. Holders of Gemina savings shares will meet on April
Gemina was advised by UniCredit and Barclays. Atlantia was
advised by Goldman Sachs, Banca IMI, Mediobanca and Royal Bank