The terms of a cash offer to acquire BAA

Press releases

The consortium comprising Ferrovial Infraestructuras, S.A., a whollyowned subsidiary of Grupo Ferrovial, S.A., Caisse de dépôt et placement du Québec and an investment company managed by GIC Special Investments Pte Ltd, in accordance with the requirements of Section 2.5 of the UK City Code on Takeovers and Mergers, has announced, through its advisors Citigroup Global Markets Limited and Macquarie Bank Limited, and through the London Stock Exchange's Regulatory Information System, that it has made a binding offer (the "Offer") to buy all the shares of UK company BAA plc ("BAA"). The Offer, which is unilateral (i.e. not tied to a recommendation by the Board of Directors of BAA) is directed at all shareholders of BAA and consists of an offer of 810 pence in cash per share of BAA, which implies valuing BAA at 8.700 billion pounds sterling (12.405 billion euro). A cash offer is also made to the holders of bonds convertible into shares of BAA which offers better value than the bond conversion ratio in the event of a change of control. The Offer is conditional upon acceptance by at least 90% of all the ordinary shares of BAA or such lower percentage as the Consortium may establish. The Consortium has reached an agreement with the financing banks whereby the Offer will not be declared unconditional until acceptances have been received totalling over 75% of all of BAA's ordinary shares. The options, warrants and convertible bonds not included in the acceptance of the offer for convertible bonds will be counted in calculating that percentage. The Offer is also subject to other conditions, notably that the EU competition authorities do not commence proceedings under Article 6 (1) (C) of COUNCIL REGULATION (EC) No 139/2004 and that the matter is not referred, wholly or partly, to any other competent authority. Attached as an Annex to this communiqué is the original communiqué in English. José María Pérez Tremps Director and Secretary of GRUPO FERROVIAL, S.A.


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