Atlas Arteria chair Debbie Goodin steps down after IFM takes more than 50% interest
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The news: Toll road operator Atlas Arteria’s chair Debbie Goodin will retire effective 7 July as IFM takes control of more than 50% of the company ahead of the close of its on-market takeover bid on the same date.
The context: Atlas Arteria’s current audit and risk committee chair and non-executive director John Wigglesworth has been appointed interim chair. Internal and external candidates to replace Goodin are being considered with the support of an external search firm.
It was confirmed on 24 June that IFM took a more than 50% interest in Atlas Arteria, granting it effective control of the company. This included having sufficient voting power to singlehandedly block board appointments.
Atlas Arteria also told the exchange that it has agreed to pay USD100 million ($145 million) to Ontario Teachers’ Pension Plan to extinguish its option to sell its 33.33% stake of the Chicago Skyway to Atlas Arteria at fair market value plus 7.5%. The option could have been triggered with a single person achieving beneficial ownership of more than 50% of the company.
The payment will be funded in cash and corporate debt. It will be paid in two instalments over the next six weeks.
Atlas Arteria also said it would pause its process to explore a potential sale of its stake in the Chicago Skyway pending the completion of the IFM offer.
In a sixth supplementary target’s statement, Atlas Arteria’s board also reiterated its recommendation that shareholders reject the offer.
However, they acknowledged that securityholders with “longer-term investment horizons may in time be able to realise a value for their ALX securities in excess of the offer and therefore may decide not to accept the offer, ALX securityholders with short-term investment horizons, lower risk preferences or the need for liquidity may take a different view”.
Atlas Arteria also flagged that a US District Court for the Eastern District of Virginia decision has been made in relation to a rates case regarding the Dulles Greenway.
What they said: “With the pending close of the IFM takeover offer and the boards’ continued recommendation that securityholders reject the bid, it is crucial that we move swiftly to ensure that there is no distraction from Atlas Arteria’s focus on optimising performance and delivering value for all investors,” Goodin said.
“I believe the end of the offer is the right time to further progress an orderly Chair succession process.”
