BAA supports Ferrovial takeover; but Goldman Sachs remains in the running – 06/06/06

After dramatic overnight negotiations, the Ferrovial-led bid appears to have headed off a rival Goldman Sachs-led approach

UK. The BAA Board has agreed to support a takeover by a consortium led by Spanish infrastructure group Ferrovial.

In a statement issued around 08.30 GMT the company said: “The Board of BAA confirms that it has agreed, subject to final documentation, a revised definitive proposal from the Ferrovial Consortium valuing BAA at 950.25 pence per share. As part of this consideration, shareholders will be entitled to receive the proposed final dividend of 15.25 pence per share. The Board believes that an offer at this level represents an attractive price for BAA. The Board will make a further announcement shortly.”

The announcement followed an earlier well-sourced BBC report indicating acceptance was imminent. This followed yesterday afternoon’s dramatic news that the UK airports company had agreed to talks with its hitherto hostile bidder (operating as Airport Investment and Development Limited), plus a rival consortium, led by Goldman Sachs.

The 950.25 pence a share offer values BAA at £10 billion. Ferrovial’s last, rejected, offer had been 900 pence per share. Ferrovial had until midnight yesterday to table a final offer for BAA, which operates seven UK airports.

What of the Goldman Sachs offer?

For Ferrovial's reaction, click here
For Ferrovial’s reaction, click here
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Details are still emerging but the BBC said the group had been considering an offer at 940 pence for each BAA share and a special dividend of 15.25 pence per share.

[UPDATE: 08.20 GMT: A statement by the Goldman Sachs Infrastructure Group on the BAA website confirmed that yesterday, 5 June, it submitted a fully financed proposal of 955.25 pence per share (including the declared final dividend of 15.25 pence). It said it noted “the press speculation” regarding BAA plc and a possible offer by Airport Development and Investment Limited. It continued: “The consortium is continuing to review its position and a further announcement will be made in due course. The consortium urges shareholders to take no action.”

But according to the BBC, BAA’s directors have agreed to recommend the Ferrovial offer to shareholders – on condition that a break fee will be paid by the airports company should it decide to accept a rival offer.

Goldman Sachs is not yet out of the running. But any bid would also have to cover BAA’s break fee, which means it would have to be at around 990p or higher, the BBC said.

More details as they emerge but it certainly appears at this stage that this iconic British institution is about to fall into Spanish hands.

**UPDATE 07.15 GMT: Just after 7a.m this morning (Tuesday) BAA issued a statement concerning the Ferrovial-led group (Airport Investment and Development Limited/AID) and the Goldman Sachs Infrastructure Group.

BAA said it had reviewed and reset the timetable for a firm rival bid to be made by Goldman Sachs to noon on 16 June. It said the AID offer will become unconditional on 26 June.

BAA said: “No extension to any of the deadlines referred to in this statement will be granted, except with the consent of the Panel Executive. All parties have accepted these rulings.”

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