Italy State Lender, Funds Ready Final Offer for Autostrade Stake

Italy’s state-backed lender Cassa Depositi e Prestiti SpA is working on a new offer for a controlling stake in Atlantia SpA’s highway unit, seeking to seal a deal after four consecutive bids were dismissed by the company’s board, people familiar with the matter said.

Cassa Depositi, together with funds Macquarie Group Ltd. and Blackstone Group Inc., is negotiating with Atlantia on changes to the latest offer for an 88% stake in Autostrade per l’Italia SpA, expected to be filed by a March 27 deadline.

Atlantia’s board has asked its management to seek a “substantial improvement” in the bid, but Cassa Depositi and its partners see only limited room for changes, leaving the final outcome for the deal uncertain, according to the people.

The infrastructure company’s board is set to ask its investors to vote on the new proposal at its next general meeting, the people said.

Officials for Cassa Depositi, Atlantia, Blackstone and Macquarie declined to comment.

Legal Conditions

The talks are now centered around the offer’s legal conditions and contractual obligations, the people said, rather than just on raising the value of the bid -- set at 9.1 billion euros ($10.8 billion) for 100% of Autostrade after a months-long due diligence process.

Reducing the impact of Atlantia’s legal liabilities stemming from the deadly 2018 collapse of a bridge managed by Autostrade is a key focus at this stage, the people said.

Representatives for Atlantia and the bidding group are in touch daily, according to the people, but a final decision on a new bid has not been reached yet and the negotiations could still fall apart.

Rome-based Atlantia is under pressure from some shareholders to elicit a higher offer from the CDP-led group, with one investor, Paris-based Spinecap SASU, saying any bid valuing Autostrade at less than 12.5 billion euros should be rejected.

While Atlantia, an infrastructure colossus with holdings in highways, airports and payment systems across the world, has left the door open to at least evaluating a sweetened bid, it has already rejected four offers that valued the Autostrade stake at around the same price as the most recent one.

In a statement Monday evening, Atlantia said it has been responding to the various positions of its investors, and claimed that “disadvantageous” government-imposed conditions are the reason no other suitors have made bids for Autostrade.

Sealing a deal with Cassa Depositi would allow Atlantia to eliminate political risk linked to possible changes in toll license contracts and help reduce the holding company’s debt. The billionaire Benetton family, which controls Atlantia with a 30% holding, has said it is open to selling its stake.

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