IFM's Takeover Offer
IFM's Hostile Takeover Offer
The Independent Directors of Atlas Arteria continue to unanimously recommend that you REJECT the Offer.
To REJECT the Offer, simply IGNORE all documents sent to you by the Bidder and IFM.
Announcements
- Atlas Arteria's Second Supplementary Target's Statement, 5 June 2026
- Atlas Arteria’s Supplementary Target’s Statement, 2 June 2026
- Atlas Arteria’s Target’s Statement, 26 May 2026
- Reject IFM’s Hostile Takeover Offer, 6 May 2026
- Letter to Securityholders re: unsolicited takeover offer, 1 May 2026
- Atlas Arteria receives unsolicited Takeover Offer from IFM, 27 April 2026
Securityholders Information Line
Securityholders can call the following Information Line if they have any queries in relation to the Offer:
- 1800 267 108 (within Australia); or
- +61 3 9415 4053 (outside Australia),
Available Monday to Friday between 8.30am and 5.00pm (AEST).
IFM's Takeover Offer FAQs
The questions set out below are an excerpt from the Frequently Asked Questions contained in the Target's Statement. This is not a complete list - securityholders are encouraged to read the Target's Statement in full for all FAQs and further information.
This Target’s Statement has been prepared by ALX and provides ALX’s response to the Bidder’s Statement to help you decide whether to accept or reject the Offer, including the recommendation of the Independent Directors to REJECT the Offer.
The Bidder’s Statement was prepared by the Bidder for distribution to ALX Securityholders. The Bidder’s Statement describes the terms of the Bidder’s Offer for your ALX Securities and information relevant to your decision whether or not to accept the Offer.
The Bidder lodged the Bidder’s Statement with ASIC on 27 April 2026 and served it on ALX on the same date. The Bidder’s Statement was sent to ALX Securityholders on 11 May 2026.
The Bidder is a wholly owned Subsidiary of IFM GIF.
IFM GIF is a perpetual, open-ended, global infrastructure investment fund that has more than A$101 billion in funds under management (at 31 March 2026). IFM GIF's trustee is Conyers Trust Company (Cayman) Limited, a Cayman Islands company.
As at the date of the Bidder’s Statement, the Bidder had Voting Power of 34.48% in ALX.
The Bidder is offering $4.75 cash for every ALX Security that you hold (less any distributions determined, declared or paid by ALX during the Offer Period).¹ The Offer Price will be reduced in certain circumstances, including if ATLAX and/or ATLIX pays a distribution prior to the end of the Offer Period. For further details, refer to section 5.2(a) of the Target’s Statement and section 7 of the Bidder’s Statement.
The Bidder has stated that the Maximum Consideration is best and final, and will not be increased in the absence of a competing proposal for ALX.
¹ The Offer Price will be reduced in certain circumstances, including if ATLAX and/or ATLIX pays a distribution prior to the end of the Offer Period. For further details, refer to section 5.2(a) of the Target’s Statement and section 7 of the Bidder’s Statement.
² See footnote 1 in the Target’s Statement.
³ The Bidder has provided certain undertakings and obtained ASIC relief in connection with its Offer Price structure – see section 8.11 in the Target’s Statement.
The Offer is currently scheduled to close at 7.00pm (Sydney time) on 11 June 2026 unless withdrawn or extended by the Bidder (or automatically extended) in accordance with the Corporations Act.
If within the last 7 days of the Offer Period, the Bidder increases the Offer Price or its Relevant Interest in ALX Securities increases to 45% or more, the Offer will be automatically extended and remain open for 14 days after that event.
The Independent Directors will keep you informed if there are any material developments in relation to the Offer.
If you wish to follow the Independent Directors’ recommendation and REJECT the Offer, you do not need to do anything. Simply IGNORE all documents sent to you by the Bidder and IFM.
The Independent Directors unanimously recommend that you REJECT the Offer.
To follow the Independent Directors’ recommendation, you should DO NOTHING. If there is a change in this recommendation or any material development in relation to the Offer, ALX will lodge a supplementary target’s statement.
The key reasons why the Independent Directors recommend that you REJECT the Offer are:
The Offer materially undervalues Atlas Arteria, and the Bidder is not paying an appropriate premium for control – $4.75 per ALX Security¹ represents a premium of less than 10% to the last closing price prior to when the Offer was made.
The Maximum Consideration of $5.10 per ALX Security¹, implies only a c.3% premium to the 12-month average price² and less than an 18% premium to the undisturbed trading price of $4.33, being the close price as of the Undisturbed Date.
The Offer is opportunistically timed – ALX Securities are currently affected by external factors that do not impact the underlying quality or long-term value of Atlas Arteria’s high-quality toll road assets. As recently as September 2025, the Bidder paid more than $5.10 per ALX Security for a non-controlling interest in Atlas Arteria.
The Independent Expert has concluded that the Offer is neither fair nor reasonable – the Independent Expert’s control valuation range for Atlas Arteria is $5.39 to $6.20 per ALX Security.
The Offer is highly conditional and ALX Securityholders may never get paid – there are 13 separate categories of Conditions and numerous sub-conditions that must be satisfied or waived for the Offer to complete.
The Offer Price is currently only $4.75 per ALX Security and there is no certainty that it will ever be increased to $5.10.¹
Additional value may be realised without accepting the Offer – the Independent Directors are not only considering options in relation to Chicago Skyway but also to crystallise value across the broader portfolio.
Atlas Arteria continues to provide attractive distributions to ALX Securityholders – ALX has confirmed its distribution guidance of 40.0cps in 2026³ and continues to target distributions of at least 40.0cps. The Independent Directors intend that 20.0cps of the 2026 guidance amount will be paid as an interim distribution to ALX Securityholders.
The Bidder can and should pay more – IFM has both the capacity and incentive to pay more for Atlas Arteria, including through the ability to realise synergies and the value associated with obtaining control.
¹ See footnote 1 in the Target’s Statement.
² 12-month VWAP between 24 April 2025 and 24 April 2026 of $4.94 per stapled security.
³ Distribution guidance remains subject to continued business performance, changes to current taxes, movements in foreign exchange rates and other future events.
Kroll Australia Pty Ltd has been appointed (as an independent expert not associated with either ALX or the Bidder), to prepare an Independent Expert’s Report assessing the Offer, and to provide an opinion on whether or not the Offer is fair and reasonable to ALX Securityholders.
The Independent Expert has concluded that the Offer is neither fair nor reasonable.
Annexure B of this Target’s Statement includes a copy of the Independent Expert’s Report. You should read the report carefully and in its entirety as part of your assessment of the Offer.
As an ALX Securityholder, you have three choices available:
REJECT the Offer and DO NOTHING – and remain an ALX Securityholder¹. If you agree with the Independent Directors’ recommendation to REJECT the Offer then do not fill in or return any of the Offer documentation. IGNORE all correspondence, documents and communications received from the Bidder and IFM. You are not required to do anything;
Sell your ALX Securities on the ASX (unless you have already accepted the Offer) which may be at a higher or lower price than the Offer Price. If you wish to sell your ALX Securities on the ASX, you should not accept the Offer and should instruct your broker at the time you wish to sell; or
Accept the Offer for all or part of your ALX Securities. If you choose to accept the Offer you should follow the instructions in the Bidder’s Statement. However, you should note that the Independent Directors’ recommendation is that you REJECT the Offer. Once you accept the Offer, you will not be able to withdraw your acceptance except in limited circumstances (see section 5.9 in the Target’s Statement).
If you are in any doubt as to what to do, the Independent Directors recommend that you seek any independent financial, legal, tax or other professional advice you require. ALX Securityholders should carefully consider the Independent Directors’ recommendation and other important issues set out in this Target’s Statement.
¹ Unless your ALX Securities are compulsorily acquired, see section 5.10 in the Target’s Statement for further detail on the compulsory acquisition process.
You will remain an ALX Securityholder, unless the Bidder becomes legally entitled to compulsorily acquire your ALX Securities and the Bidder exercises its right to do so (see FAQ 3.31 in the Target’s Statement).
If you wish to follow the Independent Directors’ recommendation and REJECT the Offer, you do not need to do anything. Otherwise, the Offer is scheduled to close at 7:00pm (Sydney time) on 11 June 2026. However, the Offer Period can be extended as described in section 7.2 of the Bidder’s Statement.
Yes, the terms of the Offer allow you to accept the Offer for some or all of your ALX Securities. If you accept this Offer for some of your ALX Securities, you may still accept the Offer for all or part of the balance of your ALX Securities at any other time during the Offer Period.
If you accept the Offer, you will have to wait until on or before the earlier of:
if at the time of your acceptance:
(a) the Offer remains subject to a Condition, one month after any contract resulting from your acceptance of this Offer becomes, or is declared, unconditional; or
(b) the Offer is not subject to a Condition, one month after the date of your acceptance; and
21 days after the end of the Offer Period,
before you receive the Offer Price. Section 7.9 of the Bidder’s Statement describes in more detail the payment of the consideration to you.
As noted in FAQ 3.11 in the Target’s Statement, if the Conditions are not satisfied or waived by the Bidder at the end of the Offer Period, the Offer will lapse, your acceptance will be void and you will not receive the Offer Price.
You cannot be forced to sell your ALX Securities unless the Bidder is legally entitled to proceed to compulsorily acquire your ALX Securities. In those circumstances, you will receive the Offer Price for your ALX Securities, even if you rejected the Offer.
The Bidder has stated in its Bidder’s Statement that if it acquires a Relevant Interest in at least 90% of ALX Securities on issue, it intends to compulsorily acquire your ALX Securities in accordance with the Corporations Act.
You can sell your ALX Securities on the ASX unless you have accepted the Offer in respect of those ALX Securities and, to the extent legally permissible, have not validly revoked or withdrawn your acceptance.
It is a Condition of the Offer that neither ATLIX nor ATLAX pay, make, determine as payable or declare any distribution between the Announcement Date and the end of the Offer Period (see Condition 9 (No distributions) of the Bidder’s Statement).
In addition, section 7.1(g) of the Bidder’s Statement provides that without limiting the Bidder’s rights if ALX pays a distribution, including a dividend, between the Announcement Date and the end of the Offer Period, the Offer Price will be reduced by the amount of the distribution.
Any questions should be directed to the ALX Securityholder Information Line on 1800 267 108 (within Australia) and +61 3 9415 4053 (outside of Australia) which is available Monday to Friday between 8:30am – 5:00pm (AEST).
Announcements made to ASX by ALX and a copy of this Target’s Statement can be obtained from ALX’s website at https://www.atlasarteria.com/