Announcement • Jul 09
IFM Global Infrastructure Fund managed by IFM Investors Pty Ltd completed the acquisition of an additional 32.96% stake in Atlas Arteria Limited (ASX:ALX) from Lazard Asset Management Limited, BlackRock, Inc. (NYSE:BLK) and State Street Corporation (NYSE:STT) and others for AUD 2.44 billion.
IFM Global Infrastructure Fund managed by IFM Investors Pty Ltd proposed to acquire remaining 65.52% stake in Atlas Arteria Limited (ASX:ALX) from Lazard Asset Management Limited, BlackRock, Inc. (NYSE:BLK) and State Street Corporation (NYSE:STT) and others for AUD 4.8 billion on April 27, 2026. A cash consideration valued at AUD 5.10 per share will be paid by IFM Global Infrastructure Fund and IFM Investors Pty Ltd. The Offer Price will be increased to the Maximum Consideration of AUD 5.10 per Security if Bidder's Relevant Interest in Atlas Arteria Securities is 45% or more prior to the close of the Offer. IFM GIF has access to existing cash balances, funding commitments from its investors and third party debt on an unconditional basis which in aggregate exceed the Offer Amount and are sufficient to support the Funding Commitments. Under the Funding Commitments, IFM GIF and IFM Finance will make available cash amounts in aggregate of not less than the Offer Amount for the purpose of funding the aggregate consideration for the acquisition of the Securities to which the Offer relates. The Funding Commitments are not subject to any conditions. Bidder may also proceed to compulsory acquisition of the Performance Rights which have not been exercised and that have not lapsed, or alternatively pursue other arrangements in relation to those Performance Rights. Atlas Arteria Limited advises that shareholders take no action in relation to the Offer.
The transaction is subject to subject to antitrust regulations, approval by regulatory board / committee and third party approval needed. The Boards of Atlas Arteria will establish an Independent Board Committee to consider the Offer. As of May 6, 2026, the Independent Board Committee of Atlas Arteria Limited and the Board of Atlas Arteria International Limited (together, the “Independent Directors”) have considered the unsolicited off-market takeover offer from IFM which was announced last week and unanimously recommend that securityholders REJECT the Offer. Each Independent Director intends to REJECT IFM’s Offer in relation to their ALX securities. To REJECT IFM’s Offer simply IGNORE all correspondence from IFM. As of May 20, 2026, Australian Securities and Investments Commission (ASIC) has granted relief to modify section 624(2) of the Corporations Act in relation to the Offer. This relief has the effect that, if within the last 7 days of the Offer Period, the Bidder's relevant interest in Atlas Arteria Securities increases to 45% or more, and the Offer Price under the Offer has not already been increased to AUD 5.10 per Atlas Arteria Security, the Offer Period is extended so that it ends 14 days after that event. This First Supplementary Bidder's Statement has been approved by a resolution of the directors of Offeror. The offer is scheduled to close on June 11, 2026. As of May 26, 2026, IFM Investors Pty Ltd confirms that the regulatory approval Conditions set out in section 1(a) (EU merger control), and section 1(c) (US HSR) to the Bidder's Statement have been satisfied. As of June 3, 2026, the offer period has been extended to June 18, 2026. As of June 10, 2026 the offer period has been extended to June 25, 2026. As of June 15, 2026 the bid price has been increased from AUD 4.75 per Atlas Arteria Security to AUD 5.10 per Atlas Arteria Security. The Bidder reiterates that the Offer Price of AUD 5.10 per Atlas Arteria Security is best and final, and has also stated that it will not acquire Atlas Arteria Securities at a price higher than AUD 5.10 per security for at least 12 months following the close of the Offer, in the absence of a competing proposal for Atlas Arteria. IFM Investors Pty Ltd notes that it has appointed Jarden Australia Pty Ltd as its broker to acquire Atlas Arteria Securities outside of the Offer during normal trading hours on the ASX. Atlas Arteria continues to recommend that securityholders REJECT IFM’s Offer. The Offer is too low and materially undervalues Atlas Arteria. IFM is not paying an appropriate premium for control. Because the offer is still conditional, securityholders will receive at least seven days’ notice of any extension. As of June 16, 2026, in response to the Seventh Supplementary Bidder’s Statement released by the Bidder on 15 June 2026 and in support of the Atlas Arteria Independent Directors’ continued recommendation that Atlas Arteria securityholders REJECT the Offer. The offer became unconditional on June 17, 2026. As per the announcement dated June 24, 2026 the transaction is now expected to close on July 7, 2026. As of July 6, 2026, the aggregate number of Securities in respect of which Bidder has a Relevant Interest (including as a result of acceptances under the Offer) as a percentage of the total number of Securities on issue, has changed from 59.93% to 63.33% on July 3, 2026. The Notice discloses that a further 0.97% of Securities are held by or on behalf of clients of IFM Investors and/or IFM Nominees in Listed Equities Funds.
Allens acted as legal advisor for IFM Investors Pty Ltd. Carey Olsen LLP acted as legal advisor for IFM Investors Pty Ltd. Jarden Australia Pty Limited acted as financial advisor for IFM Investors Pty Ltd. MUFG Corporate Markets Limited acted as transfer agent/registrar for IFM Investors Pty Ltd. Flagstaff Partners Pty Ltd and UBS AG act as financial advisor and Mallesons Stephen Jaques act as legal advisor for Atlas Arteria Limited.
IFM Global Infrastructure Fund managed by IFM Investors Pty Ltd completed the acquisition of an additional 32.96% stake in Atlas Arteria Limited (ASX:ALX) from Lazard Asset Management Limited, BlackRock, Inc. (NYSE:BLK) and State Street Corporation (NYSE:STT) and others on June 7, 2026. A cash consideration of AUD 2.44 billion will be paid by the buyers for the common equity of Atlas Arteria Limited.
