Atlas Arteria's (ASX:ALX) target's statement related to IFM Global Infrastructure Fund's proposal to acquire the company contains a number of omissions and "unreasonable assumptions" that risk misleading shareholders, IFM said in a Monday filing with the Australian bourse.
IFM Global unit Diamond Infraco 1 has proposed to acquire Atlas Arteria at AU$4.75 per share in cash, with the consideration potentially increasing to AU$5.10 per share if IFM obtains at least a 45% relevant interest before the offer closes.
An independent expert's report commissioned by Atlas treats the recently rejected right-of-first-offer price for Chicago Skyway toll road in the US as a market-based valuation, but should instead have included a risk-weighted valuation of Atlas' liability under the Ontario Teachers' Pension Plan put option, IFM Global argued.
IFM said its proposed maximum consideration of AU$5.10 per security, if achieved, would deliver "full value for Chicago Skyway."
The independent directors' belief that further value can be created via asset disposals or operational initiatives "is not credible," and Atlas' proposed use of a $1.2 billion bridge facility will raise financial risk, IFM said.
Atlas Arteria did not immediately respond to a request for comment from.
The company's shares gained nearly 2% in recent Monday trade.