Abertis/Brookfield in mandatory offer for Brazilian roads

The partners are seeking to cap last year’s deal by acquiring 40% of Arteris, the holding company bought from OHL that runs 3,226km of roads across Brazil.

Spanish developer Abertis and Toronto’s Brookfield Asset Management (BAM) have launched a mandatory takeover offer for the outstanding shares of Arteris, the holding vehicle for 3,226 kilometres of Brazilian roads in which the partners acquired a majority stake last year. 

The offer is required by Brazilian law, and has already been lodged with regulator Comissao de Valores Mobiliarios (CVM). It will offer the same terms to the remaining shareholders of Arteris that the consortium offered to Spanish developer OHL last year, when it bought 60 percent of Arteris – then known as OHL Brazil. 

That means Arteris’ remaining shareholders are entitled to either a share swap giving them 0.3941 Abertis shares per each Arteris share as well as BRL 6.41 (€2.09; $2.78) in cash per security; or, alternatively, they can choose an all-cash payment of BRL 16.92 per share for a maximum of 5,999 shares per shareholder. 

Arteris’ shareholders can accept the offer between August 6 and September 5, both days included, but the relevant documents will have to be submitted no later than August 29. 

In a statement, Abertis said BAM vehicle Brookfield Aylesbury will seek to acquire 14.9 percent of the remaining 40 percent of Arteris with Participes en Brasil to acquire the remaining 25.1 percent. Participes en Brazil is the consortium formed last year by Abertis and BAM’s Brookfield Infrastructure Partners to acquire 60 percent of Arteris. 

Abertis owns 51 percent of Participes en Brasil with BIP owning the remainder.  

The acquisition of Arteris turned Abertis into the world’s largest toll road operator and has been a key factor in the firm’s internationalisation. Recently, Abertis said it derived 65 percent of its revenues from outside of Spain.