Aéroports de Paris Management to Acquire Thirty Eight percent of TAV Construction
Monday, 12 March 2012
Istanbul, Aéroports de Paris Management, a wholly owned subsidiary of Aéroports de Paris signed yesterday share acquisition agreements with Akfen Holding, Tepe Ðnsaat Sanayi and Sera Yapi Endüstrisi ve Ticaret for the purchase of of shares of TAV Havalimanlari Holding and TAV Yatirim Holding , owner of TAV Construction.

38% of TAV Havalimanlari Holding’s issued share capital shall be acquired, for a total value of USD874mm. The transaction values TAV Havalimanlari Holding equity at USD2.3 billion, equivalent of 11.3 Turkish Lira per share and a 32% premium on TAV Havalimanlari Holding’s latest closing price.

In addition, 49% of TAV Yatirim Holding’s issued share capital shall be acquired for a consideration of USD49mm. The transaction values TAV Yatirim Holding’s equity at USD100 million.

According to Aéroports de Paris Management, the investment into TAV Airports:
“fits perfectly with the international strategy of Aéroports de Paris group, which focuses on:  -Investing in international airports serving above 10 million passengers with strong EBITDA growth potential and located in OECD and BRIC countries -building strong partnerships by leveraging aeronautical and non-aeronautical expertise through systematic best practices implementation  This partnership would create one of the largest airport alliances in the world, managing directly or indirectly around 180 million passengers in 37 airports, and would allow TAV and Aéroports de Paris group:  -to leverage their respective skills and geographical footprint to boost international developments in particular outside Turkey,  -to share know-hows and best practices across their respective airports,  -to further grow the asset base through a more systematic cross-selling between Aéroports de Paris and TAV,  -to foster ambitious HR career paths for the employees of both groups.”

Hamdi Akin and Dr. M. Sani Sener will continue in their positions as Chairman of the Board of Directors and CEO & President of TAV Havalimanlari Holding, respectively. All parties agree that the Board of Directors of TAV Havalimanlari Holding will consist of eleven members.

While Tepe Insaat & Akfen Holding together will appoint three members, Aéroports de Paris will also appoint three members of the board of Directors of TAV Havalimanlari Holding. The CEO & President of TAV Havalimanlari Holding will serve as the executive board member and there will be 4 independent board members.

Dr. M. Sani Sener, CEO & President of TAV said:

"We believe that our brand, which was born out of the privatization of Istanbul Ataturk International Airport and which we expanded to 12 airports in five countries in just 12 years, will be able to target even more ambitious goals through the collaboration we have realized with Aéroports de Paris, one of world’s leading airport operators. The partnership of these two global airport brands in managing and building airports will result in the extensive know-how stemming from the operation of 37 airports serving 180 million passengers around the world. We have brushed shoulders in the past with ADP all around the world, sometimes as a partner and sometimes as a competitor. We know each other very well in the aviation industry. Aéroports de Paris is at the moment the firm managing the projects at Muscat and Tripoli airports. We have also worked together at the Emirates A-380 aircraft hangars project in Dubai Airports. We are sure that this collaboration will further enhance the success we have gained as a Turkish firm and will lay new growth opportunities before us. We will continue to work towards creating the best value for all our stakeholders, especially for our employees and our customers. As TAV, we have always aimed at becoming the best. Today, we have sealed a great strategic partnership to this effect. Our collaboration with ADP will also be a source of major capital inflow to Turkey hence we will be able to pursue our dreams and targets one step further."

Pierre Graff, Chairman and CEO of Aéroports de Paris said:

"The partnership with TAV is a major strategic investment for Aéroports de Paris group. Fully in line with our international strategy, this transaction will have a strong positive impact on the Group’s performance. The combination will become a leading worldwide airport operator group, with a long lasting growth perspective.

TAV is a high performing airport operator with a talented management, which has achieved continuous growth and impressive results in the past few years. Moreover, Turkey is one of the fastest growing countries in OECD with a favourable business environment. The high quality of the airport portfolio, in Turkey and abroad, is very attractive, as all airports have been recently built, are best-in-class in terms of quality, and have ample room for growth. Not only the geographic proximity but also the cultural and business model proximity of both companies will ease future development plans, in particular in new airports investment opportunities."

The share purchase agreements remain subject to regulatory approvals. The selling shareholders were advised by Credit Suisse, Pekin & Bayar and Ertekin Law Office. While Aéroports de Paris was advised by J.P. Morgan, Hogan Lovells and Pekin & Pekin.

Source:  Aéroports de Paris

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