IFM Investors will work with BNP Paribas as an advisor in its pending USD 2.64bn acquisition of OHL Concesiones, according to a source familiar.
OHL Group confirmed on 16 October that it agreed to sell 100% of OHL Concesiones to IFM, according to a filing on the Spanish Stock Market. OHL Concesiones owns toll roads, ports, an airport and a light rail system spanning Mexico, Spain, Chile and Peru.
OHL originally planned to hold a competitive auction for a minority position in OHL Concesiones but the two sides opted instead to conduct direct talks for the entire business unit, it is understood.
Grupo Villar Mir S.A.U., the majority shareholder of OHL Group, supports the transaction. OHL plans to call a shareholder meeting to approve the deal once diligence and transaction documents have been completed, OHL said. No date has yet been set for the vote.
OHL Group will continue to operate its construction, industrial, developments and services businesses after the deal.
The price has been fixed at an enterprise value of USD 3.27bn at the close of the transaction, subject to adjustments including net debt, exchange rates and cash contributed to certain projects. When these factors are included, the purchase price will be about 2.64bn. The transaction is planned as an all-equity purchase by IFM, according to a source familiar.
OHL Group said it has entered into an exclusivity period to finalize the transaction. OHL and IFM agreed to the payment of breakup fees in case of a breach in the binding offer agreement.
OHL Group said it would suspend its evaluation of incorporating a non-majority shareholder at OHL Concesiones.
IFM Investors has previously acquired three assets from OHL, increasing its presence in Latin America.
The fund manager’s prior transactions include acquisition of a 25% stake in OHL Mexico’s Organizacion de Proyectos de Infraestructura (OPI), the controlling shareholder in the operator of the Circuito Exterior Mexiquense (ConMex) and a 155km toll road surrounding Mexico City.
IFM late last year increased its share in OPI to 49% from 25%.
On 27 July, an OHL Concesiones and IFM Investors joint venture known as Magenta Infraestructuras increased its stake in OHL Mexico to 85.9% via a tender offer. The offer represented 28.3% of the share capital worth about USD 738m.
The transactions were led by Michael Kulper, executive director IFM, who works under Kyle Mangini, global head of infrastructure, according to sources.