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 Fourth Supplementary Target's Statement, 18 June 2026
- Atlas Arteria's Third Supplementary Target's Statement, 16 June 2026
- IFM's Seventh Supplementary Bidder's Statement, 15 June 2026
- 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 Frequently Asked Questions below is not a complete list and is based on latest information as at 18 June 2026. Please refer to the Target’s Statement and Supplementary Target’s Statements for 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 Target’s Statement was lodged with the ASX and sent to ALX Securityholders on 26 May 2026.
- The First Supplementary Target’s Statement dated 2 June 2026, provides a response to the Third Supplementary Bidder’s Statement
- The Second Supplementary Target’s Statement dated 5 June 2026, provides a response to the Fourth Supplementary Bidder’s Statement
- The Third Supplementary Target’s Statement dated 16 June 2026, provides a response to the Seventh Supplementary Bidder’s Statement
- The Fourth Supplementary Target's Statement dated 18 June 2026, provides a response to the Eighth Supplementary Bidder's Statement
Note all Supplementary Target’s Statements should be read in conjunction with the Target’s Statement dated 26 May 2026.
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 issued a First Supplementary Bidder’s Statement on 20 May 2026 which stated that the Offer period will be extended for 14 days if in the last 7 days of the Offer Period the Bidder acquires over 45% of ALX Securities and the Offer Price has not already been increased to $5.10.
- The Bidder issued a Second Supplementary Bidder’s Statement on 26 May 2026 which noted the release of the Target’s Statement and provided an update on regulatory approvals (Condition 1).
- The Bidder issued a Third Supplementary Bidder’s Statement on 1 June 2026 in response to the ALX Target’s Statement.
- The Bidder issued a Fourth Supplementary Bidder’s Statement on 3 June 2026 with an extension of the Offer Period to 18 June, and a new date for giving the notice on the status of Conditions of 11 June.
- The Bidder issued a Fifth Supplementary Bidder’s Statement on 9 June 2026 with an update on Bid Conditions.
- The Bidder issued a Sixth Supplementary Bidder’s Statement on 10 June 2026 with an extension of the Offer Period to 25 June, and a new date for giving the notice on the status of Conditions of 18 June.
- The Bidder issued a Seventh Supplementary Bidder’s Statement on 15 June 2026, increasing the Offer Price to $5.10 per ALX Security, declaring the increased Offer Price best and final, declaring the Offer unconditional other than no prescribed occurrences, and noting that it had appointed a broker to acquire shares on market on a T+2 basis at prices equal to or below A$5.10 per ALX Security.
- The Bidder issued an Eighth Supplementary Bidder’s Statement on 17 June 2026, reiterating the Offer Price as best and final, confirming the Offer Price would be reduced for dividends, declaring the Offer Unconditional, and confirming the Offer Period would not be extended unless required by operation of law.
The Bidder is Diamond Infraco 1 Pty Ltd which is a wholly owned Subsidiary of IFM Global Infrastructure Fund (IFM GIF) incorporated in Australia for the purposes of acquiring ALX Securities.
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 $5.10 cash for every ALX Security that you hold.
The Bidder has stated that the Offer Price is best and final, and will not be increased in the absence of a competing proposal for ALX.
The Offer is currently scheduled to close at 7.00pm (Sydney time) on 25 June 2026 unless within the last 7 days of the Offer Period, the Bidder’s voting power in ALX increases to more than 50%, in which case 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:
1. The Offer materially undervalues Atlas Arteria, and the Bidder is not paying an appropriate premium for control for ALX Securityholders
- The Offer Price of $5.10 per ALX Security represents a circa.3% premium to the 12-month average price¹ and less than an 18% premium to the undisturbed trading price of $4.33, being the close price as of the Undisturbed Date
- 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 Price of $5.10 per ALX Security is 12% below the $5.79 midpoint of the Independent's Expert's valuation range
- If you accept the Bidder's value of Chicago Skyway as $1.96 per ALX Security, as it claims, then the Bidder's remaining value of all other Atlas Arteria assets is just $3.14 per ALX Security or 27% lower than the midpoint of the Independent Expert's valuation range at $3.99 per ALX Security.
2. 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.
3. Additional value may be realised without accepting the Offer – An alternative way for Atlas Arteria to deliver value for ALX Securityholders is via a break-up of the Group’s assets that delivers value in line with the asset values set out in the Independent Expert’s Report. Atlas Arteria confirms it has attracted interest in its underlying portfolio of assets and continues to explore potential divestments.
4. Atlas Arteria continues to provide attractive distributions to ALX Securityholders – ALX has confirmed its distribution guidance of 40.0cps in 2026² 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. ALX also reiterates that the net proceeds from any asset sales would be available to be returned to ALX Securityholders and would be in addition to the 40.0cps distribution guidance for 2026
5. The Bidder can pay more than $5.10 per ALX Security
- 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.
- IFM has said that it will not acquire ALX Securities at a price higher than A$5.10 per ALX Security for at least 12 months following the close of the Offer and in the 12 months following the close of the Offer will be reduced by the amount of any distributions paid by Atlas Arteria within the 12-month period. However, IFM can still be involved in transactions under which ALX Securityholders receive more than $5.10 per ALX Security – including in the 12 months following the end of the Offer Period. For example, a transaction could be proposed or supported by the Bidder involving a buy-back or capital reduction in which it does not participate. Under that transaction, the Bidder might increase its percentage holding or acquire Atlas arteria, and ALX Securityholders might receive more than $5.10 per Security, either directly or in combination with prior distributions.
- IFM has a track record of paying more than its initial offer price – IFM has paid more than its initial offer price in a number of previous public market situations with increases on average of c. 38% relative to the initial offer price. Key examples have been outlined in the Third Supplementary Target's Statement.
¹ 12-month VWAP between 24 April 2025 and 24 April 2026 of $4.94 per stapled security.
² 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 the 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:
1. REJECT the Offer and DO NOTHING – and remain an ALX Securityholder³. 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;
2. 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
3. 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.
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.
³ 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 25 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.
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.
Atlas Arteria has confirmed its ordinary distribution guidance of 40.0cps in 2026⁴ and also confirmed that proceeds from any asset sales would be available to be returned to ALX Securityholders. Atlas Arteria customarily pays an interim distribution in October and a final distribution in March/April.
The Bidder’s Statement provides that 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.
⁴ Distribution guidance remains subject to continued business performance, changes to current taxes, movements in foreign exchange rates and other future events
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 the Target’s Statement and Supplementary Target’s Statements can be obtained from ALX’s website at https://www.atlasarteria.com/