IFM Global Infrastructure Fund has issued a third supplementary bidder’s statement for its takeover of Atlas Arteria Limited, signaling movement on a key point of contention. The fund’s subsidiary, Diamond Infraco 1 Pty Ltd, has confirmed it will not rely on a condition requiring OTPP to waive its Put Option on Chicago Skyway. This removes a previously cited potential barrier to the offer completing. The maximum consideration remains A$5.10 per security, payable if the Bidder achieves 45% or greater relevant interest, compared to the base offer price of A$4.75 per security.
The third supplementary statement functions as a direct rebuttal to Atlas Arteria’s Target Statement and accompanying independent expert’s report from 26 May 2026. The Bidder contends the Independent Expert’s valuation contains material omissions and unreasonable assumptions that render the Target Statement unbalanced and selective. Central to the dispute is Chicago Skyway’s valuation, which the Independent Expert reportedly treated as equivalent to a recently rejected right-of-first-offer price. The Bidder argues this approach fails to capture the asset’s full economic value and that at maximum consideration, its offer delivers superior returns to securityholders.
The financial implications also come under scrutiny. Atlas Arteria’s proposed strategy of raising a US$1.2 billion 12-month bridge facility faces criticism from the Bidder, which warns it would elevate pro-forma leverage to 6.2 times net debt to EBITDA. The Bidder characterizes this as funding a structural problem of Atlas Arteria’s own making, rather than addressing a systemic market issue. The Bidder also disputes the Independent Directors’ assertion that material value can be unlocked through further asset sales or operational improvements, labeling such claims as lacking credibility given current circumstances.
For investors, this statement clarifies the terms of engagement in what has become a contested takeover battle. The removal of the OTPP condition lowers execution uncertainty and demonstrates flexibility from the Bidder, while confirmation that A$5.10 is the maximum consideration establishes a clear ceiling for shareholder expectations. The financial concerns raised about pro-forma leverage and the practical challenges of Atlas Arteria’s stated strategy may influence how institutional investors assess the relative merits of accepting the offer versus continuing to hold the securities.
The central question for securityholders is whether the Bidder’s characterization of analytical deficiencies in the Independent Expert’s report proves persuasive, or whether the Independent Directors’ preferred strategy can indeed unlock additional value through operational or strategic initiatives. The takeover offer remains subject to standard conditions and operates as an off-market transaction originally announced 27 April 2026. This announcement is price sensitive and has been flagged as material by the Australian Securities Exchange.
View the full ASX announcement (PDF)
About Atlas Arteria Limited (ASX: ALX)
Atlas Arteria Limited is a global owner, operator, and developer of toll roads with a portfolio spanning France, Germany, and the United States. The company holds significant interests in major toll road networks including approximately 31% of the APRR motorway network in eastern France, the Warnow Tunnel in Germany, the Chicago Skyway in the United States, and full ownership of the Dulles Greenway in Virginia. The company is based in Melbourne, Australia and operates toll road businesses that generate revenue from motorway usage across multiple countries.
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