* Boards may discuss merger plan in Feb-sources
* Atlantia to bid for Gemina in cash or paper-sources
* Gemina shares rise 9 percent, Atlantia edges lower
(Adds Moody's on Gemina's ADR rating, updates shares)
By Paola Arosio and Stefano Bernabei
MILAN/ROME, Jan 8 Italian motorway group
Atlantia SpA is in talks to acquire Gemina,
which controls Rome airport operator ADR, and a decision could
be made in the coming months, sources with direct knowledge of
the situation told Reuters.
The tie-up of the two companies, both controlled by the
Benetton family's holding Sintonia, would help ADR to roll out a
2.5 billion euro ($3.3 billion) investment plan to relaunch its
flagship Fiumicino airport by giving it better access to capital
markets, the sources said.
The operation would involve Atlantia buying the 64 percent
of holding company Gemina that Sintonia does not already own,
paying in cash or shares, according to the sources. The
operation would also further streamline the Benettons' control
chain over some of their infrastructure activities.
At current market prices the stake is worth about 1 billion
euros. Atlantia has a market value of 9.1 billion euros.
"Parameters will be defined by the end of January," one of
the sources said. "There could be a public tender offer for
Gemina or a share swap. There are two or three options."
A second source said: "It is reasonable to think that a
board meeting will be held in February (to discuss the deal)."
Under the plan, Changi Airport Group, operator of the
Singapore airport and owner of 5.2 percent of Gemina, could end
up with shares in ADR with a "put" option and a remuneration
scheme based on core profits, the second source said.
Sintonia, which said in December that it had not yet started
to examine the possible deal in response to press speculation
that it was considering a reorganisation of its holdings,
controls about 46 percent of Atlantia and 36 percent of Gemina.
The Benettons are best known globally for their colourful
sweaters, but the Italian dynasty derives most of its profit
from airport and motorway operator Autogrill and from
A third source with knowledge of the situation said the deal
could be announced in the first quarter of this year.
Gemina shares closed up 9.2 percent, adding to a rally of
more than 40 percent over the past three months. Shares in
Atlantia were down 0.07 percent.
After years of regulatory uncertainty, the Italian
government in December approved a decree that paved the way for
Gemina to raise tariffs and expand the Fiumicino airport.
Credit ratings agency Moody's said on Tuesday that it had
placed ADR's Ba2 rating under review for an upgrade. This was to
reflect the new regulatory framework that it said will allow the
airport operator to raise tariffs by about 10 euros per
passenger to 26 euros in 2013, with annual increases tied to
The planned expansion would bring Fiumicino more into line
with international airports in Madrid, London and Singapore. It
foresees 12 billion euros of investment by 2044, of which 2.5
billion would be in the next 10 years.
Gemina in July rebutted a press report that said it was
mulling a merger with Atlantia.
($1 = 0.7634 euros)
(Writing by Danilo Masoni; Editing by David Holmes and David