CDP Equity, Macquarie European Infrastructure Fund 6 Scsp funds managed by Macquarie Infrastructure and Real Assets (Europe) Limited and Blackstone Infrastructure Partners, L.P., managed by The Blackstone Group Inc. (NYSE:BX) entered into a memorandum of understanding to acquire 88.1% stake in Autostrade per l'Italia SpA from Atlantia SpA (BIT:ATL) on October 28, 2020. CDP Equity, Macquarie Infrastructure and Real Assets and Blackstone Infrastructure Partners, L.P., managed by The Blackstone Group Inc. executed a share purchase agreement to acquire 88.1% stake in Autostrade per l'Italia SpA from Atlantia SpA on June 11, 2021. The transaction is subject to shareholder approval of Atlantia SpA.

The Board of Directors of Cassa Depositi e Prestiti approved the transaction. As on December 15, 2020, the transaction was approved by the Board of Directors of Atlantia SpA. As of October 29, 2020, the negotiations for the transaction was extended until November 30, 2020.

On January 15, 2021, the shareholders of Autostrade per l'Italia SpA approved the deal. As on February 8, 2021, the deadline for submission of a final offer by CDP consortium was extended until February 24, 2021. On February 24, 2021, the CDP consortium sent Atlantia the binding offer for the purchase of 88.1% stake in Autostrade per l'Italia SpA with the option for the purchase of up to 100% of the same in case of exercise of the right of co-sale by its minority shareholders.

On February 26, 2021, Board of Atlantia examine the offer and considers that the offer falls below expectations. Atlantia's minority investors TCI and Spinecap called on Atlantia Board to reject the offer saying that it undervalued Autostrade per l'Italia SpA. As on March 27, 2021, the new offer from Cassa Depositi e Prestiti and the Blackstone and Macquaire funds to Atlantia to take over its 88% stake in Autostrade per l'Italia is worth €1.4 billion more than the previous one, which was deemed insufficient by the recipients.

On April 30, 2021, Board of Directors decided to call an Ordinary General Meeting of shareholders for May 31, 2021 to examine latest offer from CDP Consortium to acquire stake in Autostrade per l'Italia. The evaluation of Autostrade per l'Italia did not change but the assessments on the possible legal risks related to the Morandi bridge disaster have decreased and the amount of Covid refreshments has increased. As of March 31, 2021, the bid was approved by Cassa Depositi e Prestiti and Atlantia is expected to hold an informal meeting on Thursday to discuss it.

As of April 23, 2021, meeting of the Board of Directors of Atlantia, chaired by Fabio Cerchiai, has decided to hold a further meeting in due time to take the necessary decisions regarding the binding offer. The Board of Directors' meeting of April 8, 2021, thus began to examine this new binding offer with the assistance of the Company's legal and financial advisors. The Board also noted the expression of interest, received from the ACS group, in acquiring a stake in ASPI, in consortium with other Italian and international investors.

On April 16, 2021, the Board of Directors, in continuing its assessment, decided to call an Ordinary General Meeting of the Company's shareholders to be held by May 28, 2021. On 30 April, Board of Directors decided to call an Ordinary General Meeting of shareholders on May 31, 2021 to examine latest offer from CDP Consortium to acquire stake in Autostrade per l'Italia. Only once shareholders have voted on the offer - and in any event no later than June 11, the last day on which the offer is valid in the event of approval by shareholders – will the Board meet on the same day to take a final decision on this matter.

The revised offer is approved by the board of Atlantia SpA on June 10, 2021 and mandated its Chief Executive Officer and Chairman to finalize the agreement. It is expected that the acquisition will be completed in the following months further to the satisfaction of customary closing conditions and the receipt of the necessary authorisations from the competent authorities. Following the agreement reached, the Consortium will initiate an exploratory dialogue with the minority shareholders of Autostrade per l'Italia SpA to better understand their views on their 11.94% equity interest of the Company.

Completion of the deal could not happen before November 30, 2021 but would be no later than June 30, 2022. As of August 6, 2021, The presidency of the board authorized the buyers to complete the transaction pursuant to the golden power legislation. As of October 15, 2021, Atlantia informs that the acquiring consortium has received communication of the fulfillment of the condition precedent relating to Consob's confirmation that Aspi does not have to launch a takeover bid on Autostrade Meridinali as a result of the transaction.

JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to Atlantia SpA. BofA Securities acted as financial advisor to Atlantia.

Goldman Sachs S.I.M. S.p.A. and Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) acted as financial advisor and Sullivan & Cromwell LLP acted as legal advisor to Autostrade per l'Italia SpA. Credit Suisse AG, Lazard Ltd (NYSE:LAZ), N M Rothschild & Sons Limited, UniCredit S.p.A. (BIT:UCG) and Citigroup Inc. (NYSE:C) acted as financial advisor to CDP Equity, Macquarie Infrastructure and Real Assets and The Blackstone Group Inc. (NYSE:BX).