IFM Global Infrastructure Fund Surpasses 57% Stake in Atlas Arteria Ahead of A$5.10 Takeover Offer Deadline

IFM GIF Surpasses 57% Ownership as Offer Enters Final Days

The eleventh supplementary bidder's statement from Diamond Infraco 1 Pty Ltd, lodged with the Australian Securities and Investments Commission on 2 July 2026, confirms IFM Global Infrastructure Fund now holds more than 57% of all Atlas Arteria securities. This marks a key milestone in the takeover process, which began with the original bidder's statement on 27 April 2026 and has been supplemented eleven times amid regulatory, competitive, and governance developments.

With majority ownership secured, IFM GIF holds significant influence over Atlas Arteria’s future regardless of the final acceptance rate. The bidder has reiterated the offer remains open for only four trading days, closing at 7:00pm Sydney time on 7 July 2026, and has ruled out any further extensions. Remaining securityholders must decide promptly whether to accept the A$5.10 cash offer or sell on-market at the same price before the deadline.

Unconditional A$5.10 Offer Confirmed as Best and Final

IFM GIF’s unconditional offer of A$5.10 per Atlas Arteria security, inclusive of any distributions, has been declared best and final in the absence of competing proposals. The bidder has confirmed no increase in consideration will be made, and securityholders should not expect a higher bid unless a rival offer emerges before the offer closes.

This unconditional offer means no remaining conditions could cause the bid to fail, ensuring securityholders who accept will receive A$5.10 per security without risk of regulatory or other issues. IFM GIF’s emphasis on accepting now or selling on-market at the same price indicates awareness that some holders may prefer to retain exposure to Atlas Arteria’s infrastructure assets under new ownership and strategy.

IFM GIF Criticizes US$100 Million OTPP Settlement Payment

A major point in the eleventh supplementary bidder's statement is IFM GIF’s strong objection to Atlas Arteria’s board decision to pay US$100 million to Ontario Teachers' Pension Plan (OTPP) to extinguish the OTPP put option, as disclosed in Atlas Arteria’s Sixth Supplementary Target's Statement on 29 June 2026. IFM GIF describes the payment as reactive and unnecessary within the disclosed timeline.

The statement notes that Atlas Arteria’s Independent Directors indicated the OTPP put option had not been triggered and that a change of control notice was not expected until 23 July 2026. IFM GIF argues this timeline allowed sufficient opportunity for the board to engage with the bidder on alternative funding options before committing to the settlement, labeling the failure to consult as a missed opportunity that may not benefit securityholders.

IFM GIF’s Offer to Support OTPP Funding Rejected by Independent Directors

Prior to the US$100 million settlement announcement, IFM GIF communicated willingness and capability to assist Atlas Arteria’s Independent Directors with funding options related to the OTPP put option. The bidder expressed disappointment that these options were not explored before the board finalized the settlement.

IFM GIF suggests that engagement might have led to a more favorable outcome for securityholders than the settlement payment, though specific alternatives or terms were not detailed. This dispute contributes to IFM GIF’s broader case for a refreshed long-term strategy after the offer closes.

Concerns Raised Over Distribution Sustainability and Financial Risks

The eleventh supplementary bidder's statement highlights concerns about Atlas Arteria’s ability to sustain its current 40-cent-per-security distributions. IFM GIF states the company cannot fund these distributions from operating cash flows alone and has historically supplemented payments with corporate cash and capital releases from asset-level re-gearing.

This structural shortfall is presented as a material risk for securityholders considering retaining their investment. Additional borrowings to support distributions would increase financial risk and pressure future payments. IFM GIF notes that distribution levels may not be maintained and emphasizes that future payments remain at the board’s discretion, offering no guaranteed income.

Post-Offer Strategic and Operational Review Planned

IFM GIF confirmed plans to undertake a broad strategic and operational review of Atlas Arteria after the offer closes. The review will address the company’s capital structure and balance sheet, operational performance, cost base, concession value preservation and enhancement, capital allocation, and acquisition and divestment discipline.

The bidder intends to involve Atlas Arteria’s board and management in the review but acknowledges no assurance the board will act on its recommendations. This signals IFM GIF’s intention, as majority securityholder, to actively influence the company’s future management and positioning. Securityholders accepting the offer for A$5.10 will not benefit from any potential upside arising from this strategic transformation.

Takeover Process Marked by Eleven Supplementary Statements Since April 2026

The Atlas Arteria takeover has been complex and extended, with the original bidder’s statement issued on 27 April 2026 and supplemented eleven times through 2 July 2026. Supplementary statements were released on 20 May, 26 May, 1 June, 3 June, 9 June, 10 June, 15 June, 17 June, 22 June, 23 June, and 2 July, reflecting ongoing developments and responses to Atlas Arteria’s own target statements and board actions.

The volume and frequency of updates underscore the contested nature of the bid. Atlas Arteria’s board has maintained independence, issuing multiple target statements culminating in the Sixth Supplementary Target’s Statement on 29 June 2026, which prompted IFM GIF’s recent criticisms. Investors have had to navigate extensive disclosures from both parties to assess the A$5.10 offer.

Considerations for Remaining Securityholders Ahead of 7 July 2026 Deadline

As the offer deadline nears, remaining Atlas Arteria securityholders must weigh certainty against risk. The A$5.10 cash offer guarantees a defined outcome without exposure to risks highlighted by IFM GIF, including distribution sustainability concerns, the financial impact of the US$100 million OTPP settlement, and uncertainty from the planned strategic review.

Securityholders who do not accept will stay invested in a company now majority-owned by IFM GIF, a leading global infrastructure fund manager. The strategic review may reshape the company’s financial profile, though timing and results are uncertain. IFM GIF’s caution that the board may not follow review recommendations adds further uncertainty for holders beyond the offer close. The immediate market reaction to the eleventh supplementary statement was not clear at the time of this report.

Regulatory Filing and ASIC Disclaimer on Eleventh Supplementary Statement

The eleventh supplementary bidder's statement was lodged with the Australian Securities and Investments Commission on 2 July 2026 under section 643 of the Corporations Act 2001 (Cth). ASIC and its officers disclaim responsibility for the statement’s content. The document should be read alongside all previous bidder and supplementary statements, with the eleventh supplementary statement prevailing in case of inconsistencies.

This filing ensures the statement is part of the official public record of the takeover process and accessible to all Atlas Arteria securityholders and market participants. Defined terms maintain their original meanings unless context dictates otherwise. Securityholders are encouraged to review the full series of bidder and target statements to fully understand the transaction before the 7 July 2026 deadline.