European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<ul>
<li>GIP/Brookfield/ACS weigh launching a €15 billion unsolicited offer for Atlantia. Blackstone may partner with the Benettons to acquire Atlantia at €24/share (26% premium ). Italian Government's role will be key.</li>
<li>Atlantia trades at higher multiples than ACS (EV/22e EBITDA: 12.8x vs 3.2x, Capital IQ consensus). A hypothetical ACS/Abertis would become a world leader in infrastructure, but leverage is key. </li>
<li>The opposition of Edizione makes the operation difficult/more expensive. A joint-bid Edizione/Blackstone, would force the GIP-led group to present an improved offer. Nearly 50% of Atlantia's NAV is cash.</li>
</ul>


GIP/Brookfield/ACS weigh launching a €15 billion unsolicited offer for Atlantia. Blackstone may partner with the Benettons to acquire Atlantia at €24/share (26% premium ). Italian Government's role will be key.
Atlantia trades at higher multiples than ACS (EV/22e EBITDA: 12.8x vs 3.2x, Capital IQ consensus). A hypothetical ACS/Abertis would become a world leader in infrastructure, but leverage is key. 
The opposition of Edizione makes the operation difficult/more expensive. A joint-bid Edizione/Blackstone, would force the GIP-led group to present an improved offer. Nearly 50% of Atlantia's NAV is cash.


Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>On the 23 February, <a href="https://www.smartkarma.com/entities/acs-actividades-de-construccion-y-servicios" target="_blank" data-smartkarma-citation="entities:21242:1" rel="noopener">Actividades de Construcción y Servicios (ACS SM)</a>, via 52.3%-held <a href="https://www.smartkarma.com/entities/hochtief-ag" target="_blank" data-smartkarma-citation="entities:21652:1" rel="noopener">Hochtief AG (HOT GR)</a> offered $22/share for all <a href="https://www.smartkarma.com/entities/cimic-group-ltd" target="_blank" data-smartkarma-citation="entities:20030:1" rel="noopener">CIMIC (CIM AU)</a> shares it does not own. </li>
<li>The Independent Expert (Grant Thornton) has assessed the Offer and concluded it to be fair and reasonable.</li>
<li>The Offer is unconditional. The close of the Offer, unless extended, is the 11 April.</li>
</ul>


On the 23 February, Actividades de Construcción y Servicios (ACS SM), via 52.3%-held Hochtief AG (HOT GR) offered $22/share for all CIMIC (CIM AU) shares it does not own. 
The Independent Expert (Grant Thornton) has assessed the Offer and concluded it to be fair and reasonable.
The Offer is unconditional. The close of the Offer, unless extended, is the 11 April.


IE Says Fair And Reasonable In CIMIC's Target Statement

<ul>
<li>Hochtief offers A$22/share in cash, a 33% premium to the closing share price on the prior day, and the offer is final. The offer is a relatively low amount.</li>
<li>The deal should complete. The premium is generous, as the 15.4x P/22e E paid is high given that Hochtief and ACS are trading at 9.9x and 11.3x, respectively.</li>
<li>ACS trades at 27% discount to NAV. Holding structure rationalization and c. €5 billion received should be a catalyst for discount tightening. Long 1 ACS SM/short 0.4162 HOT GR.</li>
</ul>


Hochtief offers A$22/share in cash, a 33% premium to the closing share price on the prior day, and the offer is final. The offer is a relatively low amount.
The deal should complete. The premium is generous, as the 15.4x P/22e E paid is high given that Hochtief and ACS are trading at 9.9x and 11.3x, respectively.
ACS trades at 27% discount to NAV. Holding structure rationalization and c. €5 billion received should be a catalyst for discount tightening. Long 1 ACS SM/short 0.4162 HOT GR.


ACS/Hochtief/CIMIC: Rationalization of Holding Structure

<ul>
<li>
<a href="https://www.smartkarma.com/entities/acs-actividades-de-construccion-y-servicios" target="_blank" data-smartkarma-citation="entities:21242:1" rel="noopener">Actividades de Construcción y Servicios (ACS SM)</a> , via 52.3%-held <a href="https://www.smartkarma.com/entities/hochtief-ag" target="_blank" data-smartkarma-citation="entities:21652:1" rel="noopener">Hochtief (HOT GR)</a>, is offering $22/share for all <a href="https://www.smartkarma.com/entities/cimic-group-ltd" target="_blank" data-smartkarma-citation="entities:20030:1" rel="noopener">CIMIC (CIM AU)</a> shares it does not own. The Offer is unconditional.</li>
<li>The Offer Price is a 33% premium to last close. The price will not be increased. </li>
<li>Hochtief intends to exercise its right to on-market purchases. CIMIC's board has yet to comment on the Offer.</li>
</ul>



Actividades de Construcción y Servicios (ACS SM) , via 52.3%-held Hochtief (HOT GR), is offering $22/share for all CIMIC (CIM AU) shares it does not own. The Offer is unconditional.
The Offer Price is a 33% premium to last close. The price will not be increased. 
Hochtief intends to exercise its right to on-market purchases. CIMIC's board has yet to comment on the Offer.


ACS, Actividades de Construcción y Servicios / Event-Driven

ACS, Actividades de Construcción y Servicios

ACS enters the bid for Autostrade with an offer of €10 bn (4.5x 2019 EBITDA), above the €9.1 offered by the CNP consortium.
<div>
<ul>
<li>Both offers are within the range considered by the market €9 bn -  €11 bn, although below the €12 bn that Atlantia believes ASPI is worth.</li>
<li>
The activist fund TCI, which has 10% of Atlantia argues that the value of ASPI ranges between €11 bn and €12 bn.
</li>
</ul>
Assuming that ACS participates in the acquisition of ASPI by contributing funds equivalent to a percentage of the value of ASPI (88%) similar to its stake in Abertis (30% though ACS and 20% through Hochtief), and assuming a €10 bn valuation (for 100%), the investment would amount to c. €4 bn (vs. c. €5 bn in cash that ACS would receive in Q4 2021 from the industrial services disposal).
<ul>
<li>Proforma net debt/EBITDA above 2x, although CF would gain in visibility and stability, assuming that ACS does not use the proceeds to reduce leverage.</li>
<li>Dividends upstreamed to ACS via a potential Abertis/ASPI would increase its FCF (and therefore its dividend payout potential). Depending on how the deal is structured, it could add c. €500 mn to ACS's FCF.</li>
</ul>
That said, details on the possible economic offer and the structure of the operation are very limited, therefore it seems difficult to evaluate the impact on TP.
ACS has a 2021e 7% dividend yield (forecasted dividend of €1.93, source Capital IQ consensus), funded by Hochtief and Abertis, so it does not seem at risk. But if the ASPI operation succeeds, ACS will become an infrastructure focused company. Pension funds would be willing to acquire its shares up to a price where dividend yield reaches around 3%, thus meaning a substantial re-rating of ACS.
From my SOTP valuation, on conservative assumptions, there is a 15% upside to ACS, with the optionality of a deal to acquire ASPI as part of a consortium. Recommendation is long ACS, TP €32.6.
</div>

ACS enters the bid for Autostrade with an offer of €10 bn (4.5x 2019 EBITDA), above the €9.1 offered by the CNP consortium.


Both offers are within the range considered by the market €9 bn -  €11 bn, although below the €12 bn that Atlantia believes ASPI is worth.

The activist fund TCI, which has 10% of Atlantia argues that the value of ASPI ranges between €11 bn and €12 bn.


Assuming that ACS participates in the acquisition of ASPI by contributing funds equivalent to a percentage of the value of ASPI (88%) similar to its stake in Abertis (30% though ACS and 20% through Hochtief), and assuming a €10 bn valuation (for 100%), the investment would amount to c. €4 bn (vs. c. €5 bn in cash that ACS would receive in Q4 2021 from the industrial services disposal).

Proforma net debt/EBITDA above 2x, although CF would gain in visibility and stability, assuming that ACS does not use the proceeds to reduce leverage.
Dividends upstreamed to ACS via a potential Abertis/ASPI would increase its FCF (and therefore its dividend payout potential). Depending on how the deal is structured, it could add c. €500 mn to ACS's FCF.

That said, details on the possible economic offer and the structure of the operation are very limited, therefore it seems difficult to evaluate the impact on TP.
ACS has a 2021e 7% dividend yield (forecasted dividend of €1.93, source Capital IQ consensus), funded by Hochtief and Abertis, so it does not seem at risk. But if the ASPI operation succeeds, ACS will become an infrastructure focused company. Pension funds would be willing to acquire its shares up to a price where dividend yield reaches around 3%, thus meaning a substantial re-rating of ACS.
From my SOTP valuation, on conservative assumptions, there is a 15% upside to ACS, with the optionality of a deal to acquire ASPI as part of a consortium. Recommendation is long ACS, TP €32.6.


Atlantia - CDP - ACS: Moving Parts in the Acquisition of ASPI

Spain

ACS, Actividades de Construccion y Servicios, S.A. is an engineering and contracting company that develops civil and industrial infrastructures. The Company provides Civil Works Construction, Greenfield Concession Development, Industrial Services (electricity, oil and gas) and Environmental Services (waste treatment and facility management).

ACS, Actividades de Construcción y Servicios (ACS SM)

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ACS, Actividades de Construcción y Servicios (ACS SM)

Atlantia in Play?

The GIP/Brookfield/ACS deal seems a priori difficult, due to the size of Atlantia (for ACS) but above all because of the possibility that the...

Jesus Rodriguez Aguilar

IE Says Fair And Reasonable In CIMIC's Target Statement

This is done and trading to terms given Hochtief's right to exercise on-market purchases. Separately, Hochtief appears "cheap" relative to its...

David Blennerhassett

ACS/Hochtief/CIMIC: Rationalization of Holding Structure

The offer is well timed, as CIMIC shares had been trading at seven-year lows prior to the offer. Gross spread is nearly inexistent, but worth...

Jesus Rodriguez Aguilar

Hochtief's Unconditional Offer For CIMIC

Hochtief has announced its intention to make an unconditional and final offmarket Offer for CIMIC at $22.00/share. This looks done and will...

David Blennerhassett

Atlantia - CDP - ACS: Moving Parts in the Acquisition of ASPI

From my SOTP valuation, on conservative assumptions, there is a 15% upside to ACS, with the optionality of a deal to acquire ASPI as part of a...

Jesus Rodriguez Aguilar

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Atlantia in Play?

The GIP/Brookfield/ACS deal seems a priori difficult, due to the size of Atlantia (for ACS) but above all because of the possibility that the...

Jesus Rodriguez Aguilar

IE Says Fair And Reasonable In CIMIC's Target Statement

This is done and trading to terms given Hochtief's right to exercise on-market purchases. Separately, Hochtief appears "cheap" relative to its...

David Blennerhassett

ACS/Hochtief/CIMIC: Rationalization of Holding Structure

The offer is well timed, as CIMIC shares had been trading at seven-year lows prior to the offer. Gross spread is nearly inexistent, but worth...

Jesus Rodriguez Aguilar

Hochtief's Unconditional Offer For CIMIC

Hochtief has announced its intention to make an unconditional and final off­market Offer for CIMIC at $22.00/share. This looks done and will...

David Blennerhassett

Atlantia - CDP - ACS: Moving Parts in the Acquisition of ASPI

From my SOTP valuation, on conservative assumptions, there is a 15% upside to ACS, with the optionality of a deal to acquire ASPI as part of a...

Jesus Rodriguez Aguilar

Hochtief has announced its intention to make an unconditional and final offmarket Offer for CIMIC at $22.00/share. This looks done and will...