By Nathan Allen and Pietro Lombardi

The boards of Atlantia SpA (ATL.MI), Hochtief AG (HOT.XE) and Actividades de Construccion y Servicios SA (ACS.MC) have approved a joint bid for Abertis Infraestructuras SA (ABE.MC), marking the end of a prolonged and politically charged bidding war for the Spanish highway operator.

The companies said in separate statements that the agreement was struck at meetings held late Wednesday, following months of rivalry between Atlantia and ACS that had driven up Abertis's share price by more than 20% since last May.

Under the agreement ACS said it will modify its existing cash-and-share offer, submitted through German subsidiary Hochtief AG (HOT.XE), to remove the share component and keep the cash price at its original level of 18.36 euros ($22.69) a share. Atlantia will withdraw its original bid.

If the bid is successful, ACS, Hochtief and Atlantia will create a joint holding company, injecting EUR7 billion in capital to purchase all of Hochtief's shares in Abertis.

Atlantia will be the holding company's main shareholder, with slightly more than 50% of the shares, while ACS will hold 30% and Hochtief will take a stake of a bit less than 20%.

As the largest shareholder, Atlantia will consolidate both the holding and Abertis in its books. The companies' relationship within the holding will be governed by a shareholder agreement to be decided at a later date, ACS said.

Further complicating the transaction, Atlantia will invest up to EUR2.5 billion in Hochtief, taking slightly less than 25% of the shares in the German builder and indirectly increasing its stake in Abertis.

In addition, Atlantia has until March 23 to exercise an option to buy Abertis's 34% stake in Cellnex Telecom SA (CLNX.MC) for between EUR21.20 and EUR21.50 a share, the company said.

Atlantia Chief Executive Giovanni Castellucci said he is excited to work with ACS and to enter countries that his company doesn't operate in yet, such as the U.S., Australia and Germany.

Write to Nathan Allen at nathan.allen@dowjones.com and Pietro Lombardi at pietro.lombardi@dowjones.com

(END) Dow Jones Newswires

March 15, 2018 04:16 ET (08:16 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.
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