Italy has now an infrastructure champion which will be a leading international player in the motorway and airport infrastructure sector. The toll road operator, Atlantia, and the firm which controls 96% of Aeroporti di Roma SpA, Gemina, have started a merge process according to the interested parties.

On 9 January 2013, Atlantia and Gemina announced that they had initiated talks with a view to explore a potential combination of the two listed holding companies.

The transaction aims to create the number one operator in Italy and a global leader in the operation of motorways and airports under concession. The company that will result from the merger will have full control of Autostrade per l'Italia SpA, the operating parent of a group of toll motorway operators, with approximately 3,000 km of network managed in Italy and around 2,000 km managed overseas, as well as the control of 96% of Aeroporti di Roma SpA (ADR), Italy's largest airport. ADR is ranked number 7 in Europe by passenger movements, and is currently engaged in Europe's biggest infrastructure development plan in terms of capacity.

Atlantia and Gemina aim to invest together in the expansion of the airport sector in Italy, more concretely in ADR's investment programme of approximately €12bn.  Additionally, the new firm will invest in new business opportunities overseas, above all in the countries in which Atlantia is already present, such as Brazil and Chile, and where new airport projects have been announced.

Brazil has announced the privatizations of Galeão Airport in Rio de Janeiro and Confins Airport in Belo Horizonte. Chile has already launched the tender for the Expansion of Santiago airport.

The structure of the transaction envisages Gemina's absorption by Atlantia, which will remain the sole holding company. There will be no cash payments. Atlantia and Gemina approved the following exchange ratio: 1 ordinary share in Atlantia with a par value of €1 each for every 9 ordinary shares in Gemina.

The Merger Plan also envisages that Atlantia will effect a capital increase with a maximum par value of €164,025,376 via the issue of up to 164,025,376 new ordinary shares with a par value of €1 each, in application of the Exchange Ratio.

The shareholder structure of the holding company resulting from the Merger will consist of the following current shareholders of Gemina and Atlantia:

• Sintonia: 45.6%
• Fondazione Cassa di Risparmio di Torino: 5.1%
• BlackRock: 4.0%
• SI.TO. Financiere S.A.: 2.5%
•  Mediobanca: 2.5%
•  Changi (Singapore): 1.7%
• Lazard: 1.6%
• FonSai: 0.8%
• UniCredit: 0.7%
• UBS: 0.6%
• Generali: 0.6%
• Norges: 0.4%
• Atlantia (treasury shares): 1.6%

The Merger is expected to be completed at the latest within the end of this year and is subject to approval from different stakeholders in the transaction.

In relation to the transaction, Atlantia's Board of Directors was advised by Goldman Sachs International, Banca IMI - Intesa Sanpaolo, Mediobanca and Royal Bank of Scotland, acting as financial advisors, by Roland Berger Strategy Consultants Srl, acting as business advisor, and by Deutsche Bank, which provided a fairness opinion on the exchange ratio.

Gemina's Board of Directors was advised by Barclays and Unicredit, acting as financial advisors, by Bain & Co, acting as business advisor, and by BNP Paribas, which provided a fairness opinion on the exchange ratio.

Atlantia's Committee of Independent Directors, advised by Intermonte and Rothschild, acting as independent financial advisors, and by Carbonetti e Associati and Gianni, Origoni, Grippo, Cappelli & Partners, acting as legal advisors.

Gemina's Committee of Independent Directors, advised by Banca Leonardo and Credit Suisse, acting as independent financial advisors, and by the Chiomenti law firm, acting as legal advisor.

Atlantia was provided with legal advice by the Bonelli Erede Pappalardo law firm and Gemina by the Chiomenti law firm.

Source: Atlantia