Abertis Infraestructuras, S.A.

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Abertis Infraestructuras, S.A.

Avda del Parc Logistic 12-20
Barcelona E-08040
Spain
Telephone: 34 93 230 50 00
Fax: 34 93 230 50 01
Web site: http://www.abertis.com

Public Company
Incorporated: 2003
Employees: 4,741
Sales: EUR 1.28 billion ($1.1 billion) (2003)
Stock Exchanges: Madrid Barcelona
Ticker Symbol: ABE
NAIC: 237310 Highway, Street, and Bridge Construction; 517110 Wired Telecommunications Carriers; 541320 Landscape Architectural Services; 561730 Landscaping Services; 811198 All Other Automotive Repair and Maintenance

Abertis Infraestructuras, S.A. has gone beyond its position as the leading operator of toll roads in Spain to become an international transportation infrastructure specialist. As such, Abertis, through its Saba subsidiary, is Spain's leading operator of parking garages, with more than 90,000 car parking spaces in more than 35 cities. Saba is also present in 25 cities in Italy, Portugal, Morocco, and Andorra. Abertis has also extended its infrastructure operations through subsidiary abertis logistica to include CIM Vallés logistics park, the Ronda del Litoral and the Cilsa port operation in Barcelona, and two new logistics centers in Alava and Sevilla, which will add some 500,000 square meters of warehouse space and 200,000 square meters of offices under the company's management. In another infrastructure extension, Abertis has acquired control of the Tradia and Retevision radio and telecommunications transmission networks, providing analog and digital transmission capabilities at more than 2,400 sites in Spain. Lastly, Abertis has entered the airport management arena, joining Codad to manage Colombia's Eldorado airport. Nonetheless, toll roads remain the company's largest operation, accounting for 84 percent of its revenues of nearly EUR 1.3 billion ($1.1 billion) in 2003. In Spain the company's network, developed through the mergers of Acesa, Aurea, and Iberpistas, comprises some 68 percent of the country's toll road system, as well as stakes in the Túnel de Cadi and Autema. Spain also represents Abertis' primary market, at 94 percent of its revenues. Abertis, however, has sought to enhance its international position at the turn of the century, and includes motorway operations in Argentina and Puerto Rico, and stakes in toll road operators Autostrade, in Italy; Brisa, in Portugal; and RMB, in the United Kingdom. Together, the company directly controls 1,500 kilometers of motorways.

Building Spain's Highway System in the 1960s

Formed through the merger of Acesa and Aurea, followed by the absorption of Iberpistas in 2003, Abertis represented the combination of nearly 40 years of road-building in Spain. Acesa started out as Autopistas, Conceionaria Española SA, and was founded in 1967 in order to build Spain's first toll road, the highway linking Montgat and Mataró. Based in Barcelona, Acesa became a major regional player, constructing nearly 550 kilometers of roadway, including the Jonquera-Salou segment, the Maresme coastal road, and the link through the Ebro corridor to Zaragoza.

Acesa, which came under control of the La Caixha insurance group, also expanded through a series of mergers and acquisitions, such as the 1979 absorption of Aecasa, which extended Acesa's network to include the toll road linking Montmeló and El Papiol. In 1984, Acesa grew again, acquiring the motorway operations of Acasa. That acquisition permitted Acesa to extend its network from Zaragoza to the Mediterranean.

Elsewhere in Spain, a number of other companies were steadily completing the country's roadway grid. Construction leader Dragados had entered the road-building market in the mid-1960s, based on its experience paving runways for the country's airports. The company's first concession in Spain was awarded in 1967, for the construction of a toll road connecting Seville and Cadiz. Dragados later emerged as a major force in the Spanish and international infrastructures market, completing more than 2,500 kilometers of highways, including toll roads, as well as more than 4,000 kilometers of other roadways, among other projects. Dragados also became active in a number of other concessions markets, including the award of the management contract for Colombia's Eldorado Airport in 1995.

Dragados began shifting its strategy in the late 1990s, seeking to reduce its reliance on construction and instead focus on its other fast-growing operations, such as its Services divisions, and also to broaden its international operations. As part of this effort, Dragados spun off parts of its concessions business, including its Spanish toll road operations, into a merger with another major Spanish toll road operator, Aumar, in 2000, creating Aurea Infraestructure e Concessions.

Founded in 1971, Aumar, or Autopistas del Mare Nostrum, began construction on the first of two toll road concessions, linking Tarragona and Valencia, in 1974. Following the completion of that first section, the company completed the successive segment, joining Valencia with Alicante. By 1985, the full length of the company's concessions had been completed, bringing the toll road to the French border. In 1986, Aumar purchased another toll road operator, Bética de Autopistas. Following its merger with Dragados's toll road business, the company reincorporated as the publicly listed Aurea. Dragados remained the company's largest shareholder, with 36 percent of its stock.

The third member of the later Abertis was Iberpistas. Owned by four families, Iberpistas originated as part of Canales y Túneles SA, which was awarded the concession to build the roadway link between Villalba and Adanero. After launching construction of the 70-kilometer highway, Canales y Túneles transferred the construction, management, and maintenance concession to a new structure, Ibérica de Autopistas, which became more popularly known as Iberpistas. That company later received the concession to operate the toll road between Bilbao and Zaragoza, including more than 300-kilometers of roadway. In 2000, Iberpistas extended its total roadway concession through the acquisition of Autopista Vasco Aragonesa, or Avasa. This acquisition positioned Iberpistas as the country's fourth largest toll road operator with a 600-kilometer network under its control.

Consolidated Infrastructure Operations for the New Century

While Aumar remained the focus toll road division of the larger Dragados group, Acesa began a drive to extend beyond toll road operations in the mid-1990s. In 1994, the company drafted new strategic objectives calling for it to become a major Spanish infrastructures group. This led to the group's movement into car parks, with the acquisition of a majority stake in Saba, in 1994, with the remainder held by La Caixa. The construction and operation of logistics area, providing warehousing and related services to the truck market, became another company focus in 1997. Acesa also acquired control of Tradia, which provided infrastructure services to radio broadcasters as well as to the telecommunications market. Acesa continued to build up its stake in Tradia, acquiring full control in September 2003.

Company Perspectives:

Objectives: The aim of Abertis is to attend infrastructure needs for the mobility of people, material goods and information, an objective worked for by the almost 6,000 employees it has around the world, for which the business opportunities are analysed and explored in a market that is regulated and planned by the Public Administration.

Key Dates:

1960:: Canales y Túneles begins construction of toll road concession between Villalba and Adanero.
1967:: Concession is transferred to a new company, Ibérica de Autopistas (Iberpistas); Dragados begins construction of Seville-Cadis toll road concession; creation of Autopistas, Conceionaria Española SA (Acesa) in order to build and operate toll road between Montgat and Mataró.
1971:: Aumar, or Autopistas del Mare Nostrum, is founded and begins construction of toll road between Tarragona and Valencia.
1979:: Acesa acquires Aecasa, adding the toll road linking Montmeló and El Papiol.
1984:: Acesa acquires the motorway operations of Acasa and the toll road concession from Zaragoza to the Mediterranean.
1986:: Aumar acquires Bética de Autopistas.
1994:: Acesa acquires majority control of garage park operator Saba.
1995:: Dragados gains concession to operate Colombia's Eldorado Airport.
1997:: Acesa launches construction and management logistics operations.
2000:: Dragados spins off most of its toll road operations into merger with Aumar, which becomes publicly listed as Aurea.
2001:: Acesa acquires shareholding in Iberpistas, as well as majority control of toll road operator Aucat.
2002:: Acesa completes control of Aucat; Aurea and Iberpistas reach merger agreement, but Acesa launches a bidding war; instead, Acesa and Aurea announce their agreement to merge.
2003:: Merger is completed, creating Abertis Infraestructuras; company increases holding in Saba to 99.1 percent and acquires full control of Tradia; reaches acquisition agreement for Retevision and merger agreement with Iberpistas.
2004:: Iberpistas is merged into Abertis.

By then, Acesa had been radically transformed. The run-up to consolidation among Europe's toll road groups had begun in earnest in the late 1990s as the launch of the new single European currency approached. Many companies began to develop a series of cross-shareholdings with foreign partners. Such was the case with Acesa, which acquired a 10 percent stake in Brisa Auto-Estradas, based in Portugal, in 2002. Brisa in turn purchased a 10 percent stake in Acesa. Earlier, Acesa had also joined a shareholding group including members of the Benetton family, which acquired a 30 percent stake in Autostrade—which acquired 4 percent of Acesa in its turn. Observers saw Acesa international partnerships as a prelude to a possible merger early in the new century.

In the meantime, Acesa had also begun to step up its position in the Spanish market as well. In 2001, the company began acquiring the motorway investments held by its main financial institution shareholders, including La Caixa. As part of this process, Acesa began building up a controlling stake in Autopistes de Catalynya, or Aucat. By 2002, the company had gained full control of Aucat, adding its 60-kilometer concession along the Garraf Pau Casals highway. Acesa also acquired an 8 percent stake in Iberpistas, as well as an agreement to purchase stakes in toll road operator Autema and the concession operating the Túnel del Cadi.

These acquisitions helped raise Acesa's profile, making it Spain's top toll road operator—and placing it in pole position for the soon-to-be privatized road concessions still held by the Spanish government. Yet that position came under threat in early 2002 when Aurea, through Dragados, announced that it had entered talks with Iberpistas to merge the two companies toll road and infrastructures operations. The deal appeared set to go through, until Acesa responded with a higher bid for Iberpista. A bidding war ensued, as Aurea launched a new counteroffer.

Yet in May 2002, the bidding war came to an abrupt end with La Caixa and Dragados—itself under pressure from the ultimately successful hostile takeover attempt by ACS—announced that they had agreed to a merger between Acesa and Aurea, creating a new publicly listed company, Abertis Infraestructuras. The new company became the outright toll road leader in the Spanish market and the third largest toll road operator in Europe. The merger also gave the company a strong international profile, with operations and holdings in Italy, Portugal, Andorra, the United Kingdom, Argentina, Chile, Puerto Rico, Colombia, and Morocco. Following the merger, completed in 2003, Abertis reached an agreement to acquire Iberpistas, a merger which was completed in June 2004.

In the meantime, Abertis continued building up its infrastructure operations. In 2003, the company acquired La Caixa's 39.9 percent stake in Saba, giving Abertis control of 99.1 percent of the Spanish parking garage leader. After withdrawing from the bidding for the privatization of the Spanish government's roadway operator, Ena, Abertis instead turned to boosting its telecommunications infrastructure wing. In September 2003, the company acquired full control of Tradia. That purchase followed on the company's June 2003 purchase of Retevisión Audiovisual, the Spanish leader in television and radio signal transmission infrastructure management, with more than 2,400 sites under its control. As it moved toward the middle of the 2000s, Abertis had positioned itself as a major player in the increasingly global infrastructures market.

Principal Subsidiaries

abertis logística; abertis telecom; Accesos Madrid; Acesa; APR; Arasur; Aucat; Aulesa; Aumar; Ausol; Autema; Autopista A-6; Autostrade; Brisa; Castellana; Central Gallega; Cilsa; Codad; Concesiones de Madrid; Coviandes; Elqui; GCO; Gesa; Henarsa; Iberpistas; Parbla; Proconex; Rabat; Retevisión; RMG; Saba; Saba Italia; Satsa; Sevisur; Spasa; Spel; Torre de Collserola; Tradia; Túnel del Cadí.

Principal Competitors

RWE AG; Consolidated Contractors Co.; Bouygues S.A.; VINCI S.A.; Hochtief AG; Royal BAM Group N.V.; Colas S.A.; Construtora OAS Ltda.; OAS Engenharia e Parcicipacoes Ltda.; Fomento de Construcciones y Contratas S.A.