Mundys (formerly: Atlantia SpA)

M&A Activity • Aug 6, 2021

Press release

SALE OF ATLANTIA'S ENTIRE STAKE IN ASPI: AUTHORISATION FROM THE ITALIAN GOVERNMENT (SO-CALLED "GOLDEN POWER")

Rome, 6 August 2021 – Following the press release published on 12 June 2021 concerning the execution of the agreement for the sale of the entire stake held in Autostrade per l'Italia S.p.A. between Atlantia and the Consortium consisting of CDP Equity SpA, The Blackstone Group International Partners LLP and Macquarie European Infrastructure Fund 6 SCSp (the "Agreement"), Atlantia informs that today the purchaser received the authorisation from the Italian Government concerning the transaction pursuant to Article 2 of the Italian Law Decree No. 21 dated 15 March 2012 ("Golden Power").

The completion of the transaction remains subject to the further following conditions precedent set out by the agreement:

(a) effectiveness of the Settlement Agreement between ASPI and the Ministry of Infrastructure and Transport (the "MIT") and the Financial Plan, substantially in the form of the drafts attached to the Agreement, already accepted by ASPI and submitted to the MIT for approval;

(b) the concessions held by ASPI and other ASPI Group companies being valid and effective;

(c) clearance of the transaction by the competent antitrust authority without remedies or conditions having a "Negative Impact" as defined under the Agreement on ASPI, the transaction, the purchaser, the purchaser's shareholders and/or their affiliates and/or Atlantia and/or its affiliates;

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(d) the receipt of waivers from the ASPI Group's lenders, including bondholders, including the release of the guarantees provided by Atlantia securing a number of ASPI's borrowings;

(e) the receipt of waivers from Atlantia's lenders, including bondholders;

(f) CONSOB having confirmed that ASPI shall not be subject to public tender offer obligations with regard to Autostrade Meridionali's shares as a consequence of completion of the transaction;

(g) receipt of the necessary change of control consents from the MIT;

(h) no authority having issued any measures, guidelines or opinions that may prevent execution of the transaction in accordance with the terms set out in the Agreement or, in any case, may have a Negative Impact on the transaction, ASPI and/or its subsidiaries and/or the purchaser.

The final term for the fulfilment of the conditions precedent ("Long Stop Date") is 31 March 2022.