ASIC Approves Extension Mechanism for Diamond Infraco’s Atlas Arteria Bid

ASIC Grants Flexible Extension Mechanism for Takeover Offer

Diamond Infraco 1 Pty Ltd, the IFM Global Infrastructure Fund subsidiary pursuing Atlas Arteria (ASX:ALX), has obtained a significant regulatory concession from the Australian Securities and Investments Commission (ASIC). The relief modifies section 624(2) of the Corporations Act, enabling the bidder to extend the offer period by 14 days if its relevant interest in Atlas Arteria securities reaches 45% or more within the last seven days of the offer period, provided the offer price has not already been increased to $5.10 per security.

This adjustment effectively grants Diamond Infraco additional runway to consolidate control and potentially sweeten the deal late in the process, a strategic lever that could influence shareholder decisions as the bid deadline approaches. The supplementary bidder's statement issued on 20 May 2026 clarifies that this relief does not imply any endorsement by ASIC of other aspects of the offer.

Offer Price and Ownership Thresholds Remain Central

The original takeover proposal, launched at A$4.75 per security with a conditional increase to A$5.10 upon securing a 45% stake, remains intact but gains procedural flexibility through this relief. Should Diamond Infraco cross the 45% ownership mark late in the offer period without having raised the price, the offer window will automatically extend by two weeks, allowing shareholders more time to consider the improved bid or for the bidder to build a stronger position.

This mechanism follows the earlier announcement of the offer’s pricing structure and ownership targets, which underpin Diamond Infraco’s push for full control and possible delisting of Atlas Arteria. The move could intensify pressure on the Atlas Arteria board, which has previously urged shareholders to reject the bid as undervalued and conditional, highlighting the ongoing tussle between the parties takeover offer at A$4.75 per security.

Supplementary Statement Overrides Original Bidder’s Statement

This first supplementary bidder's statement explicitly supersedes any inconsistent provisions in the initial bidder's statement dated 27 April 2026, reinforcing the primacy of the updated terms and conditions. The statement has been formally approved by Diamond Infraco’s directors John O’Grady and Julian Gray, underscoring the company’s commitment to the revised offer framework.

The regulatory relief and supplementary filing come amid ongoing disputes over disclosure and governance rights related to key assets like the Chicago Skyway, which have attracted scrutiny from the Takeovers Panel and contributed to the contested nature of the bid IFM subsidiary applies to Takeovers Panel.

Implications for the Takeover Battle Ahead

By securing ASIC’s relief, Diamond Infraco gains a tactical advantage in a bid that has so far faced resistance from Atlas Arteria’s board and regulatory hurdles. The extended offer period could allow more time for shareholder sentiment to shift or for negotiations to progress, especially if the price increase condition is triggered. Market participants will be watching closely how the bidder’s relevant interest evolves in the critical final days of the offer.