IFM GIF’s A$5.10 Offer for Atlas Arteria Nears Close with No Extension

IFM GIF Surpasses 57% Ownership in Atlas Arteria

Diamond Infraco 1 Pty Ltd, a wholly owned subsidiary of IFM Global Infrastructure Fund (IFM GIF), has now secured ownership of over 57% of Atlas Arteria (ASX:ALX) securities as its unconditional takeover offer nears closure. The offer, priced at A$5.10 per security, is best and final with no expected extension beyond the 7 July 2026 deadline. IFM GIF is urging remaining shareholders to accept the cash offer or sell on-market if able to do so at the same price, highlighting that the pre-offer share price was A$4.33, making the current offer a premium for securityholders.

Dispute Over US$100 Million OTPP Put Option Settlement

IFM GIF has publicly objected to Atlas Arteria's decision to make a reactive US$100 million settlement payment to Ontario Teachers’ Pension Plan (OTPP) to extinguish a put option, a move made without consulting IFM GIF despite its offer to provide funding support. The bidder contends that this payment was premature, given that the OTPP put option had not been triggered and a change of control notice was not expected until 23 July 2026. IFM GIF believes the Atlas Arteria Independent Directors missed an opportunity to collaborate on a more favourable outcome for shareholders by bypassing IFM GIF's funding offer. This dispute underscores tensions in the lead-up to the offer close and highlights differing strategic priorities between the bidder and the target company. This follows Atlas Arteria's earlier announcement of the US$100 million settlement, which was detailed in its sixth supplementary target’s statement and covered in recent reporting on the US$100m OTPP put option settlement.

Strategic and Operational Review Planned Post-Acquisition

Looking beyond the takeover, IFM GIF intends to conduct a thorough strategic and operational review of Atlas Arteria’s business. This review will reassess the company’s long-term strategy, capital structure, operational performance, and cost base. IFM GIF plans to involve the existing Atlas Arteria Board and management team but cautions that there is no guarantee the current board will align with the outcomes of this review. Key areas of focus will include capital allocation discipline and the potential for future acquisitions or divestments, reflecting IFM GIF’s view that Atlas Arteria requires a refreshed approach to preserve and enhance the value of its toll road concessions.

Risks to Future Distributions and Share Price

IFM GIF reiterates risks to the sustainability of Atlas Arteria’s distributions, noting the company’s current inability to fund its 40 cent per security distributions from available cash flows. Historically, distributions have been supported by corporate cash or capital releases from asset-level re-gearing. Any further borrowings to maintain distributions would increase financial risk and pressure on future payouts. The bidder warns that the value of Atlas Arteria securities may fall materially after the offer closes, with trading liquidity likely to be limited. This warning adds urgency for shareholders to accept the offer or sell on-market while the A$5.10 price remains available. The offer’s firm deadline and no planned extensions reinforce this pressure, as previously noted when IFM extended its offer after surpassing 50% voting power.

Final Call to Shareholders

With only four trading days remaining before the offer closes at 7.00pm Sydney time on 7 July 2026, IFM GIF is making a final push for acceptance. The bidder has stated unequivocally that the A$5.10 offer is best and final, and it will not pay more or extend the offer period absent a competing proposal. Shareholders face a clear choice: accept the unconditional cash offer now or risk a potential decline in share value and liquidity post-offer. The strategic review ahead may reshape Atlas Arteria’s future, but for now, IFM GIF is focused on consolidating control and closing the deal on these terms.