abertis' Board of Directors gives green light to the acquisition of OHL's toll road concessions in Brazil

The Board of Directors of abertis has given the green light for the acquisition of OHL's toll road assets in Brazil. The deal implies global leadership in the toll road concessions business in which the Group will manage over 7,000 kilometres once it integrates OHL's nine concessions in Brazil which stretch 3,226 kilometres in total.

In order to undertake the transaction, abertis has on 4 August reached an agreement with Brookfield Infrastructure for the joint acquisition from OHL of the latter's investment in Partícipes de Brasil S.L., which in turn owns 60% of OHL Brasil, the listed company that owns OHL's toll road concessions in the Latin American giant.

abertis and Brookfield Infrastructure will acquire a 51% and 49% stake respectively of Partícipes de Brasil by handing over a 10% of abertis shares to OHL, assuming liabilities for the amount of Euro 504 million and a payment of 10.7 million euros. In order to undertake this transaction, abertis will put at Brookfield Infrastructure's disposal up to 4.9% of abertis shares currently held as treasury stock. In the wake of the transaction, OHL will own around 15% of abertis.

abertis understands that, pursuant to applicable Brazilian legislation, the current transaction structure might imply once closed the launch of a takeover bid for the rest of OHL Brasil shares. As soon as this transaction is effectively completed and the Brazilian regulator states its opinion, abertis will inform the market accordingly.

In the context of this transaction, the three significant shareholders of abertis (la Caixa, CVC and OHL) have committed to both Brookfield Infrastructure and abertis not to buy abertis shares, except under some specific circumstances, until 31 December. abertis has in turn made the same commitment to Brookfield Infrastructure of not to buy its own shares.

At market prices, this transaction implies an Enterprise Value/EBITDA multiple of approximately 7.0x, and meets the Company's strict return and value creation criteria. The closing of the transaction, expected to conclude before the end of 2012, is subject to obtaining various administrative authorizations of third parties relating to the financing.

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