Acquistion history

The History of the Ferrovial Consortium’s Acquisition of BAA

On 8 February 2006, Marcus Agius, Chairman of BAA, received a call from Rafael del Pino, Chairman of Grupo Ferrovial, the lead partner in a consortium including Caisse de dépôt et placement du Québec and an investment company managed by GIC Special Investments Pte Ltd, declaring an interest in acquiring BAA.

In the four months that followed one of the most keenly fought, and reported, takeover battles in the history of UK business took place. Here are the key dates and events that led to Ferrovial’s successful acquisition of BAA.

Date (2006)		Communication issued
9 February	BAA issues letter to shareholders informing them of the Ferrovial Consortium’s expression of interest in BAA.	View letter (142KB)
17 March	BAA’s Board received an informal bid from the Ferrovial Consortium to make a cash offer for BAA at 810 pence per share. The board rejected this offer without hesitation as it felt it didn't reflect the true value of the company’s unique portfolio of airport assets and was not in BAA shareholder's interests for BAA to enter into discussions with the Consortium.	View letter (35KB)
22 March	The Takeover Panel issued the Ferrovial Consortium with a deadline of midday on 24 April to declare a firm offer or withdraw and end speculation over its intentions regarding BAA.	View statement
7 April	The Ferrovial Consortium made an unsolicited formal offer for BAA of 810 pence per share. This was rejected by the BAA board, making it a hostile bid. The Consortium was given 28 days to post its offer document to BAA shareholders.	View letter (31KB)
20 April	The Ferrovial Consortium posted its offer document to BAA shareholders. BAA issued a letter to shareholders in response, advising them to reject the Ferrovial Consortium’s offer.	View letter (33KB)
3 May	BAA posted its defence document to its shareholders.	View document (1,401KB) View webcast
22 May	BAA issued a statement in response to continued press speculation on a proposed capital return to shareholders .	View statement (17.66KB)
25 May	BAA posted its second defence document to its shareholders.	Download document (465KB) View document on-line View CEO webcast interview
30 May	The Ferrovial Consortium revised its cash offer to 900 pence per BAA ordinary share. BAA's Board, recommended to shareholders that they should reject the offer.
31 May	BAA issued a letter to shareholders recommending they reject the Ferrovial Consortium's new offer.	View letter (100KB)
5 June	The Board of BAA confirmed it was holding discussions with the Ferrovial Consortium and was also in talks with another party. The Board of BAA advised shareholders to take no action and that it would update shareholders in due course.
6 June	The Takeover Panel agreed to extend the process by a week at BAA's request. The Board of BAA confirmed that it had 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 were entitled to receive the proposed final dividend of 15.25 pence per share. The Board believed that an offer at this level represented an attractive price for BAA. The Ferrovial Consortium issued a recommended final offers document, under rule 2.5 of the Takeover Code.	View document (239KB)
8 June	The Board of BAA plc informed shareholders that talks between BAA and a consortium including Goldman Sachs Infrastructure Group had ceased.
12 June	The Ferrovial Consortium (through Airport Development and Investment Limited) posted its revised offer documentation. Acceptances of the ordinary recommended final offer had to be received by 1pm (British Summer Time) on 26 June. The directors of BAA plc do not accept responsibility for the information contained in the Altitude Assets AIM document as reproduced on this website. The directors of BAA plc do not accept responsibility for the information found in the Recommended Final Offers Document as reproduced on this website, save in respect of the BAA Information (as defined in the "Definitions" section of the Recommended Final Offers Document").	View offer document (885KB) View prospectus document (655KB)
16 June	BAA issued a letter to shareholders reiterating its recommendation to accept the Ferrovial Consortium's revised offer.	View letter (39KB)
26 June	At 1pm, the Ferrovial Consortium (through Airport Development and Investment Limited (ADI)) either owned or had received valid acceptances in respect of 83.37% of BAA's issued share. The offer was therefore declared unconditional and the Ferrovial Consortium took control of BAA plc. The directors of BAA plc do not accept responsibility for the information contained in the ADI announcement, as reproduced on this website. BAA issued a letter to shareholders confirming ADI's control of BAA plc, the adjournment of BAA's Annual General Meeting due to take place on 14 July, and information on the final dividend.	View document (38KB) View letter (32KB)
4 July	ADI announced: insufficient elections received for the Altitude Assets offer. The offer therefore lapsed and those whod elected for the offer received cash instead level of acceptances had reached: 87.5% for BAA shares 98.99% for 2008 Convertible Bonds 96.31% for 2009 Convertible Bonds intention to de-list BAA from the London Stock Exchange	View document (25KB)
10 July	Due date for payment of consideration by ADI to BAA shareholders who have validly accepted the Recommended Final Offers by ADI on or prior to 26 June 2006 (being the date on which the Recommended Final Offers was declared unconditional in all respects). BAA issued letter to Shareholders urging them to accept the offer for their BAA shares as soon as possible. ADI announced: Notice period for the proposed cancellation of listing of the BAA Shares and BAA Convertible Bonds, commenced on 11 July 2006 and it was anticipated that the cancellation of listing and admission to trading of the BAA Shares and BAA Convertible Bonds will take effect on or shortly after 15 August 2006. If ADI received acceptances of the Offer in respect of, and/or otherwise acquires, 90 % or more of the BAA Shares and Convertible Bonds, ADI intended to exercise its rights pursuant to the provisions of the Companies Act to acquire the remaining BAA Shares and Convertible Bonds.	View letter (30KB) View ADI announcement (39KB)
24 July	ADI announced that it had received valid acceptances representing 93.28% of BAA's issued shares and would commence compulsory purchase of the remaining shares which were expected to be transferred to ADI on or after 5 September 2006. ADI wrote to all shareholders who had not accepted the offer or whose acceptance was not valid and to shareholders resident in Canada or any other jurisdiction into which the Offer was informing them of the compulsory purchase.	View Form 429 (40KB) View Stock exchange annoucement (12KB)
15 August	BAA plc delists from the London Stock Exchange

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