Atlas Arteria Bid Fixed at A$5.10 with Offer Period Ending 25 June

Offer Declared Unconditional and Final at A$5.10

Diamond Infraco 1 Pty Ltd, a subsidiary of IFM Global Infrastructure Fund, has declared its takeover offer for Atlas Arteria (ASX:ALX) unconditional and confirmed the offer price of A$5.10 per security as best and final. This eighth supplementary bidder's statement, lodged on 17 June 2026, removes all remaining conditions related to prescribed occurrences, effectively clearing the path for the bid to proceed without further regulatory or contractual hurdles.

The bidder currently holds 38.42% of Atlas Arteria’s voting power and has made a binding commitment not to pay more than A$5.10 per security for at least 12 months after the offer closes, barring any competing proposals. This price includes a significant premium over recent trading levels, with the offer price exceeding the one-month volume-weighted average price (VWAP) prior to the bid by nearly 20%.

Urgency to Accept as Offer Window Closes

Securityholders are being urged to accept the offer immediately or sell on-market at the same price, with settlement expected within two trading days. The bidder emphasizes that the liquidity window will close at 7:00pm Sydney time on 25 June 2026, with no planned extensions except as mandated by law. The statement cautions that there is no certainty the bidder will acquire any further securities after the offer period, and if it does, it may do so at prices below the current offer.

This creates a clear incentive for holders to secure a cash exit now rather than risk potential price declines or illiquidity. The bidder also highlights that in the absence of a competing proposal, securityholders will not be able to both sell at the offer price and receive any distributions paid during the following year.

Bidder Positions Offer as Superior to Atlas Arteria’s Asset Sale Plans

The statement critiques Atlas Arteria’s alternative strategy of waiting for a sale of its Chicago Skyway asset, describing the possibility of a sale in late 2026 as lacking credibility. Despite over a year of active consideration, no sale has been completed, and the Ontario Teachers’ Pension Plan (OTPP) recently declined to exercise its right of first offer at the 2022 acquisition price. The bidder argues its offer effectively values Chicago Skyway on a cash-certain basis at or above its 2022 cost, presenting a more tangible exit option than Atlas Arteria’s speculative asset sale plans.

Risks Highlighted for Securityholders Holding Post-Offer

The bidder warns of several risks if securityholders choose to retain their Atlas Arteria securities beyond the offer period. These include potential contingent liabilities if the bidder’s ownership surpasses 50%, which could trigger obligations such as the OTPP put option and increased foreign tax liabilities. There is also the prospect of reduced liquidity and adverse impacts from index weighting.

Operational risks remain, including regulatory and tax uncertainties in France, limited concession life for APRR, and challenges related to future toll increases on the Dulles Greenway. Furthermore, the potential for asset sales at prices that may not maximise securityholder value remains a concern, as does the risk of undisciplined mergers and acquisitions that could destroy value.

Given these factors, the bidder underscores that the A$5.10 offer price represents a significant premium relative to recent trading prices and should be carefully weighed against the uncertainties of continued ownership.