ATP makes investment in Copenhagen Airports - tender offer expected

Copenhagen Airports (Nasdaq Copenhagen listed; ticker: KBHL:DC), the operator of the largest airport in the Nordic Region, announced on September 13 that ATP,  the preeminent pension provider and institutional investor, together with existing investor Ontario Teachers' Pension Plan had agreed to purchase a stake in Copenhagen Airports bringing joint control over 57.7 per cent of all shares and votes.

The purchase price to be paid to the seller of the stake, Macquarie European Infrastructure Fund III (“MEIF3”), is DKK 9.8 billion. The transaction is conditional upon merger control clearance. Completion is expected in Q4 2017.

ATP and OTPP expect that the transaction will lead to a mandatory tender offer to all shareholders in Copenhagen Airports.  ATP and OTPP estimate that the offer price, which will fluctuate depending on the date of completion of the transaction with MEIF3, will be approximately DKK 5,700 per share in CPH based upon an assumed illustrative completion date in mid November 2017. The final offer price will reflect the actual completion date. Offer document and offer price is subject to approval by the Danish FSA.

The DKK 5,700 offer price implies an 11 % premium to closing price for trades at Nasdaq Copenhagen on September 13 and a total market value of Copenhagen Airports of DKK 44.7 billion.

Upon publication of an offer document, the Board of Directors of CPH will in the first half of the offer period publish a statement pursuant to Section 23 i Executive Order of June 2, 2014 on take-overs with an opinion on the mandatory offer.

Horten is advising Copenhagen Airports in the transaction.

contacts

Henning Aasmul-Olsen

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