Key Highlights

• Atlas Arteria lodged its Seventh Supplementary Target's Statement on 3 July 2026, with the Independent Directors continuing to unanimously recommend that securityholders REJECT the off-market takeover offer from Diamond Infraco 1 Pty Ltd, a wholly owned subsidiary of IFM Global Infrastructure Fund.

• The statement responds to IFM's Eleventh Supplementary Bidder's Statement and details the board's decision to extinguish the OTPP Put Option over Chicago Skyway in exchange for a US$100 million Settlement Payment.

• The offer period was automatically extended after the Bidder's voting power in ALX exceeded 50% on 23 June 2026, with the offer now scheduled to close at 7.00pm (Sydney time) on 7 July 2026 unless withdrawn or extended by operation of law.

• Atlas Arteria securities traded at A$5.10 on 3 July 2026, up 0.098% or half a cent on the day, as the market absorbed the latest disclosure in the protracted takeover contest.

Atlas Arteria (ASX:ALX) has released its Seventh Supplementary Target's Statement in response to the off-market takeover bid by Diamond Infraco 1 Pty Ltd, a wholly owned subsidiary of IFM Global Infrastructure Fund, marking the latest development in one of the more closely watched control contests on the ASX this year. The document, lodged with ASIC and provided to the exchange on 3 July 2026, supplements the original Target's Statement dated 26 May 2026 and six earlier supplementary statements issued between 2 June and 29 June 2026. Atlas Arteria securities changed hands at A$5.10 in morning trade on 3 July 2026, a gain of 0.098%, or half a cent, a measured market response as the offer period approaches its scheduled close on 7 July 2026.

Share Price Context Amid a Protracted Takeover Contest

The muted movement in the security price on the day of the announcement is consistent with a stock whose trading has, for several weeks, been anchored by the mechanics of an active takeover offer rather than by operational news flow. With the Bidder's voting power in Atlas Arteria having risen above 50% on 23 June 2026, an event that automatically extended the offer period by 14 days under the Corporations Act 2001 (Cth), the register has shifted materially over the course of the bid. In these circumstances, price formation tends to reflect the interaction between the offer terms, the residual free float and the expectations of remaining holders.

The 3 July session saw the securities trade fractionally higher at A$5.10, a level that market participants will continue to assess against the cash consideration available under the offer and against the Independent Directors' stated position. With the offer scheduled to close at 7.00pm Sydney time on 7 July 2026, unless withdrawn or extended by operation of law, the current disclosure is among the final formal communications securityholders are likely to receive before the decision deadline.

The Seventh Supplementary Target's Statement: Purpose and Content

The latest statement was issued under section 647(3)(b) of the Corporations Act and must be read together with the original Target's Statement and the six prior supplementary statements. Its central function is to respond to IFM's Eleventh Supplementary Bidder's Statement, released on 2 July 2026, which indicated that the Bidder had sought to work collaboratively with Atlas Arteria in relation to the OTPP Put Option prior to the company's decision to extinguish that option.

Atlas Arteria's response sets out a different account of the engagement. The company states that, since the announcement of the offer, it asked the Bidder on a number of occasions to disclose its intentions with respect to funding the OTPP Put Option if it became exercisable by the Ontario Teachers' Pension Plan. Other than criticising the Bridge Facility, IFM declined to disclose its preferences or intentions or to provide an alternative funding proposal.

The OTPP Put Option Decision Explained

A substantial portion of the new disclosure is devoted to explaining the board's reasoning in extinguishing the OTPP Put Option, which related to OTPP's 33.33% stake in the Chicago Skyway toll road, an asset in which Atlas Arteria holds a 66.67% interest. The company states that the full board, including the IFM nominee directors, carefully considered a range of scenarios and funding alternatives in the event the option was exercised. That assessment encompassed strategic and financial factors, including the impact on distributions and securityholder value and the potential dilutive effect of an equity raising.

The directors ultimately determined that extinguishing the option in exchange for a US$100 million Settlement Payment was in the best interests of all ALX securityholders. The company describes this outcome as the lowest cost option relative to the 7.5% put premium and capital raising fees that would have been associated with funding an acquisition of OTPP's stake. The board also formed the view that removing the option better positioned Atlas Arteria and OTPP to work together on future initiatives at Chicago Skyway that could optimise the asset's value.

Assessment of the Subsequent IFM Proposal

The statement also discloses that, after Atlas Arteria announced its binding agreement with OTPP, the Bidder approached the company with a proposal under which Atlas Arteria would seek to renegotiate the settlement terms so that OTPP granted it a call option over the Chicago Skyway stake at an exercise price of US$1,022 million, inclusive of the Settlement Payment. That price is equivalent to the US$2,044 million right-of-first-offer price Atlas Arteria had submitted to OTPP for the sale of its own 66.67% stake, and sits near the top end of the Independent Expert's valuation range for the asset.

Under the IFM Proposal, the call option would have been exercisable on or shortly after the close of the offer, funded through a non-renounceable rights issue at a discount, potentially accompanied by a placement. Atlas Arteria notes that a non-renounceable raising of this nature would be value dilutive for non-participating securityholders. After weighing the proposal against the scenarios already assessed by the full board, the company proceeded with its contractual arrangements with OTPP, made the first tranche of the Settlement Payment and advised IFM that it did not intend to pursue the proposal.

The Continuing REJECT Recommendation

The Independent Directors continue to unanimously recommend that securityholders REJECT the offer, a position maintained since the original Target's Statement. To reject, holders are advised simply to ignore all documents sent by the Bidder and IFM. The Independent Directors have also highlighted the risks and consequences for securityholders arising from the Bidder's majority ownership, as set out in the Sixth Supplementary Target's Statement of 29 June 2026. The company encourages holders to read the full suite of offer documents, including the Independent Expert's Report, and to seek independent professional advice appropriate to their circumstances before acting.

The statement was approved by a resolution of the Independent Directors and is signed by Debra Goodin, Independent Chair of ATLAX, and Fiona Beck, Independent Chair of ATLIX. A securityholder information line remains available for queries relating to the offer.

Company Profile and Asset Base

Atlas Arteria is a toll road group operating in three countries. In France, it holds a 30.8% interest in a 2,424 kilometre motorway network comprising APRR, AREA, A79 and ADELAC. In the United States, it owns 66.67% of the Chicago Skyway and 100% of the economic interest in the Dulles Greenway in Virginia, while in Germany it owns the Warnow Tunnel in Rostock outright. The group is structured as stapled securities comprising Atlas Arteria Limited and Atlas Arteria International Limited.

Conclusion

With the offer period scheduled to close at 7.00pm Sydney time on 7 July 2026, the Seventh Supplementary Target's Statement represents one of the final formal exchanges in a takeover contest that has generated an unusually extensive documentary record, spanning eleven supplementary bidder's statements and seven supplementary target's statements. The latest disclosure crystallises the central point of contention between the parties: the treatment of the OTPP Put Option over Chicago Skyway and the funding pathways associated with it. Atlas Arteria has set out its account of the board process behind the US$100 million settlement and its reasons for declining the subsequent IFM Proposal, while the Independent Directors have maintained their unanimous REJECT recommendation. For remaining securityholders, the decision now rests on weighing that recommendation, the disclosed risks of remaining a minority holder under a majority owner, and their own circumstances, with the security last trading at A$5.10 as the deadline approaches.

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