Britain's BAA, the world's biggest airports operator, agreed to a £10.1 billion (€14.64 billion) takeover bid from a consortium led by Spain's Grupo Ferrovial yesterday, rejecting a higher offer from Goldman Sachs.
The Goldman Sachs-led consortium is considering responding with an improved offer and sources familiar with the matter said that the door remains open for BAA to consider a raised Goldman bid until a deadline of June 16th.
Ferrovial, however, snapped up 14 per cent of shares in BAA early on Tuesday to make it more difficult for rival bidders for the group, which owns seven UK airports including London Heathrow, Gatwick and Stansted, as well as having extensive interests in a number of airports in the United States, Australia, Hungary and Italy.
The Spanish group, which wants to offset its cyclical construction operations with a more stable earnings flow from businesses such as airports, persuaded BAA's board to accept its 935 pence per share bid in talks late on Monday.
The offer also includes a final dividend of 15.25 pence per share, bringing the total value of the deal for shareholders to 950.25 pence per share, or £10.3 billion.
While Goldman Sachs's offer was higher, BAA's board opted for Ferrovial because its bid is more advanced - having obtained regulatory clearances for example - and allows BAA shareholders to opt for shares instead of cash if they so choose, said sources familiar with the matter.
Also Goldman Sachs's bid was conditional on due diligence, which could have resulted in a lower value. A new Goldman offer would also have restarted the takeover clock, resulting in a delay to any deal.
These factors, and the uncertainty they could have created for BAA investors, outweighed the 5 pence per share difference between the bids, the sources said.
"It sounds like Goldman had various conditions applied to their offer," said Grahame Exton, fund manager at Tilney Investment Management, which holds BAA shares. "They would have to loosen both the restrictions and increase their offer to get BAA management to look at it."
BAA shareholders have until June 26th to accept or reject the Ferrovial bid. They do not get to choose the higher Goldman Sachs offer unless that consortium launches a hostile offer or raises its bid by June 16th and wins BAA's backing.
Goldman Sachs earlier confirmed it had offered 955.25p per BAA share. A source familiar with the situation said Goldman may further raise its bid.
Shares in BAA rose 2.2 per cent to 948 pence after hitting an all-time high of 953p. Ferrovial shares in Madrid fell 2.8 per cent at €57.95.
Airports are drawing investors attracted by a highly visible, long-term outlook, with traffic in Europe expected to double by 2020 to 2 billion passengers.
Ferrovial has traditionally made most of its profits from the building industry, but more recently has expanded into infrastructure services.