The stock market correction has provided another setback to Florentino Perez’s ambitions to buy Spanish toll-road operator Abertis Infraestructuras SA. Investors should never forget that the Real Madrid boss doesn’t like losing. Even so, there’s no easy way to leap over the latest obstacle to a deal.
Perez’s cash-and-shares takeover offer is being made through Hochtief AG, the German construction group controlled by Actividades de Construccion y Servicios SA, the Spanish peer he runs. Hochtief’s shares were whacked in the recent selloff and now they’re not recovering as fast as the rest of the market. That has lowered the value of its Abertis bid from 18.6 billion euros ($23.2 billion) to 18.3 billion euros. This small drop is far more critical than it looks.
Hochtief can’t afford to make the whole offer in cash, so 20 percent has to be in its own shares. The cash piece is set at 18.76 euros per Abertis share. The share-based alternative is worth about 17.15 euros based on the current Hochtief share price of 133.90 euros.
Snag one is that the blended value of this offer is 18.45 euros, while the Abertis share price is hovering above 19.40 euros amid hopes that Atlantia Spa, the Italian rival backed by the Benetton family, will make a punchy counterbid.
Even if Atlantia doesn’t match the offer led by Perez, he’s still in a bind. Abertis shareholders won’t accept the share component now that it’s worth less than the cash component. Even if they did, Perez faces another problem. Hochtief was hoping to raise about 1 billion euros selling shares to its own investors at 146.42 euros each. That capital hike won’t fly now its shares are below that level.
Hochtief could, in theory, revise its offer so the share-based alternative is worth as much as the cash offer, and reset the price of its cash call. But if it doesn’t want to ask permission to print more shares to compensate for these changes, it would have to add more cash into the mix too. The risk is that the market sees the German company as on the ropes and keeps putting pressure on the stock.
Maybe Hochtief can find yet more debt to plug the gaps. But credit markets might not be so obliging now. That leaves finding a partner, or doing asset sales from within Abertis or from its own empire. Partners have thus far proved elusive. Hochtief’s main asset is a 73 percent stake in Australian construction group Cimic Group Ltd -- a liquid holding that could be sold down. Unfortunately, Cimic’s shares have fallen 12 percent this year.
It would be brave to bet against Perez. But Hochtief’s share price is testing just how much he really wants to win this battle.
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Chris Hughes is a Bloomberg Gadfly columnist covering deals. He previously worked for Reuters Breakingviews, as well as the Financial Times and the Independent newspaper.
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