Atlas Arteria chair resigns as IFM offer deadline inches closer

Atlas Arteria independent non-executive chair Debbie Goodin will resign from her position, effective July 7.

That is also the date IFM Investor's offer window will close, and shareholders in the toll-road operator will have to decide on the ownership of the firm.

IFM Investors has been slowly creeping control over Atlas Arteria through on-market stock purchases, finally crossing the 50% ownership mark. This week as well, it acquired additional shares in Atlas Arteria, taking its total stake in the firm to 55.2%.

However, having additional stake in the firm does not give it voting power to take full ownership of Atlas Arteria.

Both Atlas Arteria and IFM in 2024 entered into a director representation agreement (DRA) under which IFM committed it will not prevent the toll-road operator from maintaining an independent chair on the board as well as a majority of independent non-executive directors.

IFM has stated to Atlas Arteria it will abide by the terms of the DRA.

However, Atlas Arteria noted the DRA does not prevent changes to the identities of independent directors, and newly appointed independent directors may take a different view of what is in the best interests of Atlas Arteria.

The board continues to reject the offer and states it undervalues the firm, fails to reflect an appropriate premium for control and is below the independent expert's assessed fundamental value.

IFM Investors raised its bid for Atlas Arteria to its maximum consideration of $5.10 per security, calling it the best and final offer in the absence of a competitive offer.

The independent directors recognised IFM's majority position in the firm introduces and increases risks and uncertainties that could affect both the long-term value of Atlas Arteria and its ability to realise that value.

"These risks and uncertainties may increase if the bidder continues to increase its ownership both during the offer and subsequently," it said.

It advised shareholders to carefully consider these risks and uncertainties, alongside their own risk preferences, investment objectives and time horizons, when assessing whether to accept or reject the offer.

Atlas Arteria noted while long-term securityholders may hold out for higher future value, short-term investors with lower risk tolerances or immediate liquidity needs may choose a different path.

"Given these risks and uncertainties, Atlas Arteria securityholders (and particularly retail securityholders) should seek professional advice before deciding whether to accept or reject the offer," it said.

Goodin 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. I believe the end of the offer is the right time to further progress an orderly chair succession process."

"It has been a privilege to serve as a director and Chair of Atlas Arteria. At all times during my tenure, I have been focused on protecting and growing value for all our investors, and every decision has been taken with the interests of all securityholders in mind," she added.

Independent non-executive Atlas Arteria director John Wigglesworth will be appointed interim chair, effective upon Goodin's retirement.