Ardian to acquire minority stake in ASTM/Sias Group

Ardian is planning on taking a minority stake in the Gavio-backed ASTM/Sias Group. No financial terms were disclosed. The ASTM/Sias Group is an operator in the management of toll motorway concessions in Italy, Brazil and in the United Kingdom.

PRESS RELEASE

Tortona (Al), Paris, April 27, 2018. Aurelia S.r.l., the financial holding company of the Gavio family, and Ardian, a world leading investment house, have entered into a non-binding memorandum of understanding to develop a strategic partnership aimed at strengthening the ASTM/Sias Group in the infrastructure sector.

The non-binding memorandum of understanding entered into by Aurelia and Ardian on the date hereof, provides for the incorporation of a new company to which the controlling stake in ASTM and Sias will be transferred via de-merger. The same memorandum of understanding provides that Aurelia will retain sole control on such new company and, therefore, the sole control on ASTM and Sias, while the Ardian fund will acquire from Aurelia a minority stake, equal to 40%, of the new company, having certain rights protecting its investment. The non-binding memorandum of understanding does not provide for any put option in favour of Aurelia, nor any call option in favour of Ardian Infrastructure. In fact, Aurelia intends to maintain, and will maintain also after the completion of the transaction, the full and exclusive control of both ASTM and Sias.

Aurelia, through Argo Finanziaria, holds a controlling stake in ASTM S.p.A, and in Sias S.p.A. –industrial holding companies which shares are traded on the stock exchange managed by Borsa Italiana (MTA) – with activities ranging from the management of motorway concessions to EPC Contractor sector, from engineering to technology applied to mobility.

As at the day hereof, the ASTM/Sias Group is the world’s fourth operator in the management of toll motorway concessions with more than 4,000 kilometres of network under concession in Italy, Brazil and in the United Kingdom, and, through Itinera S.p.A., with an order book of over EUR 4 billion, is one of the world’s leading operators in the realization of major infrastructure works.

Purpose of the Partnership
The memorandum of understanding is propaedeutic to the realization of a strategic partnership between Aurelia and Ardian Infrastructure, aimed at strengthening the role and the competiveness of Gavio Group as a global player in the infrastructure sector, focused on growth, international expansion, and on value creation for all stakeholders, and able to successfully catch major opportunities in Europe, Latin America and the United States. These countries are characterised by significant greenfield investments in the transport infrastructure sector and by significant tender programs in the road and motorway concessions through the Private Public Partnership (PPP) instrument.

The transaction
The transaction is subject to the finalisation of the final agreements, the carrying out by Ardian of a due diligence review (within the limits set forth by the applicable laws) which shall be completed within 31 July 2018, as well as to the obtainment of any potential authorisations required by the competent authorities.

About Gavio Group
The Gavio Group is one of Italy’s top industrial groups and a prominent global operator in the transport infrastructure sector.
Through its subsidiaries Astm and Sias, industrial holding companies whose shares are traded on the Borsa Italiana market, the Group operates in the sectors of the management of motorway concessions, of the EPC Contractor (Engineering, Procurement & Construction), and of the technology applied to mobility.

As at the date hereof, the Group is the world’s fourth operator in the management of motorway concessions with around 4,150 kilometres of network under concession in countries such as Italy (in which the Group is the main operator in the North-West with around 1,423 kilometres of network), Brazil (in which the Group operates through Ecorodovias, a co-controlled company, with a network of around 2,640 kilometres) and the United Kingdom.

In the EPC Contractor sector, the Group operates through Itinera, one of the world’s biggest players in the realization of major infrastructure works. With an order book of more than EUR 4 billion, the Company operates in the United States by holding a controlling stake in Halmar International, one of the top five companies in the metropolitan area of New York in the transport infrastructure sector, in Latin America, Europe, Africa and the Middle East.

About Ardian
Ardian is a world-leading private investment house with assets of US$67bn managed or advised in Europe, North America and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.

Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.

Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 490 employees working from thirteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), North America (New York, San Francisco) and Asia (Beijing, Singapore, Tokyo). It manages funds on behalf of around 700 clients through five pillars of investment expertise: Funds of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.