Italy's Atlantia makes $18 bn toll road bid for Spain's Abertis

Slides show the Benetton family as the top shareholder with an estimated stake of 25.5%

Italy's Atlantia bid 16.3 billion euros ($18 billion) for Spain's Abertis on Monday in an effort to create the world's biggest toll road operator with a market value of more than 36 billion euros.

While Atlantia said its cash-and share offer was friendly and the two have been in talks for weeks, Abertis said it would not respond until it is legally obliged to. It was not immediately clear whether the Spanish company's main shareholder, whose backing is crucial, was on board.

Both companies are trying to diversify away from their respective home markets and had already agreed a merger in 2006, but this fell through due to Italian government opposition.

Atlantia, which is controlled by the Benetton family, is keen on a tie-up with Abertis, which gets a third of its core earnings from France and has extensive operations in Latin America, to help it diversify away from low-growth Italy.

Abertis in turn needs to find new business opportunities as it faces the expiration of motorway concessions in Spain and a deal would allow the combined group to generate around 60 percent of core earnings outside Italy.

Criteria, which has a stake of 22.3 percent in Abertis, said in a statement it would carefully consider the offer, while a source close to the holding company said it and Abertis could take weeks or even months to give a response.

However, Atlantia's offer contains a number of sweeteners for the Spanish side and an Italian source told Reuters that the bid did have the backing of Criteria.

Atlantia's bid is structured as a cash offer of 16.5 euros per Abertis share - a touch above the Spanish stock's closing price on Friday but below the 17 euros per share Criteria asked for, according to sources.

The bid also includes the possibility for Criteria or other shareholders to opt for a payment in shares and sets a minimum acceptance level of the share offer at 10 percent.

BENETTON BIGGEST

Atlantia slides showed the Benetton family would be the top shareholder of the combined group with an estimated stake of 25.5 percent. The equity component of the offer, if accepted, would allow Criteria to own a stake in the combined group of around 15 percent, higher than previously expected.

Atlantia is also offering three board seats for Abertis's shareholders and said it would not delist the Spanish group from the Madrid stock exchange.

"Over the past few weeks we have worked to design a offer that is friendly ad attractive for all shareholders, stakeholders and the management of both companies," Atlantia's Chief executive Giovanni Castellucci said.

"We believe we have achieved this goal."

The share component of the offer envisages the issuance of n new Atlantia shares on the basis of a swap ratio of 0.697 Atlantia shares for each Abertis one.

Atlantia said its offer aimed to secure at least 50 percent plus 1 share of Abertis.

Credit Suisse and Mediobanca acted as financial advisers to Atlantia.

BNP Paribas, Credit Suisse, UniCredit and Intesa Sanpaolo have arranged a 14.7 billion euro financing package to fund the bid.