Close Brothers advised Alpha Airports Group plc (“Alpha Airports” or the “Company”), the aviation support services company, on the recommended mandatory cash offer by Autogrill S.p.A. (“Autogrill”), a leading provider of food, beverage and retail services for travellers. The transaction, at a 58.3 per cent. premium to the pre offer period share price, valued the Company’s issued share capital at £193.6m and represented an enterprise value of approximately £250m.
Background
• Close Brothers has been retained as general financial adviser to Alpha Airports since January 2001. Over this period, Close Brothers has advised the company on numerous strategic matters including in relation to acquisitions and disposals around the world.
• Alpha Airports is an aviation support services company, providing catering and retailing services to airlines and airports globally. It operates through two divisions: Alpha Airline Services and Alpha Airports Services.
• Alpha Airline Services offers catering logistics, in-flight catering, bonded stores, management services, in-flight retail management services and the onboard sale of food, beverages and gifts for over 100 airlines in 12 countries.
• Alpha Airport Services offers retailing and catering services at 44 airports in 13 countries, including the operation of specialist, tax and duty free stores, and the provision of restaurant, cafe and bar services.
• For the year ended 31 January 2007, Alpha Airports reported consolidated revenue of £561.5m, EBITDA of £32.4m and EBITA of £19.6m.
Process & Outcome
• On 30 May 2007 Autogrill announced that it had acquired a 12.5 per cent. shareholding in Alpha Airports at a price of 95 pence per share and was reviewing its options including whether or not to make an offer for the company.
• Autogrill acquired a further 17.4 per cent. shareholding in the company on 31 May 2007 at a price of 100 pence per share bringing its total shareholding to 29.9 per cent.
• On 4 June 2007, following negotiations led by Close Brothers between Alpha Airports, Autogrill and their respective advisers, Autogrill increased its total shareholding to 42.7 per cent. and the terms were announced of a recommended mandatory cash offer by Autogrill for Alpha Airports at a price of 110 pence per share in cash, representing a 58.3 per cent. premium to the pre offer period share price.
• The offer was declared wholly unconditional on 30 June 2007.
Testimonial
Commenting on the transaction and Close Brothers' role, Martin Flower, Non-executive Chairman of Alpha, said:
“This transaction is excellent news for Alpha Airport’s stakeholders. Close Brothers has provided a first class advisory service to the company for almost seven years and played a vital role in securing this compelling cash offer which was at a significant premium to the pre offer period share price.”
Henry Wells, a Managing Director of Close Brothers, said:
“This is a good deal for shareholders at a significant premium. For Alpha Airport’s other stakeholders, the acquisition by Autogrill represents an opportunity to develop Alpha Airports into a business with significantly greater growth opportunities, enhance its service offering and build on its existing position in each market.”
For more information regarding this transaction, please contact Henry Wells or David Cohen on +44 (0) 20 7655 3100.