Aéroports de Paris Management - a wholly owned subsidiary of Aéroports de Paris - entered into
share purchase agreements signed on 11 March 2012, with Akfen Holding A.S. (“Akfen Holding”),
Tepe Đnsaat Sanayi A.S. (“Tepe Đnsaat”) and Sera Yapı Endüstrisi ve Ticaret A.S. (“Sera Yapı”)
with respect to the purchase of a portion of shares of TAV Havalimanlari Holding A.S. (“TAV
Havalimanlari Holding”) and TAV Yatirim Holding A.S. (“TAV Yatirim Holding”, owner of TAV
Construction, an unlisted company).
38% of TAV Havalimanlari Holding’s issued share capital shall be so acquired, for a total
consideration of USD874mm. The transaction values TAV Havalimanlari Holding equity at
USD2.3 billion, equivalent of 11.3 Turkish Lira per share and offers a 32% premium to TAV
Havalimanlari Holding’s latest closing price. In addition, 49% of TAV Yatırım Holding’s issued share
capital shall be acquired for a consideration of USD49mm. The transaction values TAV Yatırım
Holding’s equity at USD100 million.
TAV, with its strong business fundamentals, has been a tremendously successful growth story.
TAV's "one-stop-shop" strategy, aimed at maximizing returns through capturing profit across all
elements of the airport value chain (engineering, IT, retail, security etc.), is an integral part of its
success. The investment into TAV Airports fits perfectly with the international strategy of Aéroports
de Paris group, which focuses on:
- Investing in international airports serving above 10 million passengers with strong EBITDA
growth potential and located in OECD and BRIC countries
- building strong partnerships by leveraging aeronautical and non-aeronautical expertise
through systematic best practices implementation
This partnership would create one of the largest airport alliances in the world, managing directly or
indirectly around 180 million passengers in 37 airports, and would allow TAV and Aéroports de
Paris group:
- to leverage their respective skills and geographical footprint to boost international
developments in particular outside Turkey,
- to share know-hows and best practices across their respective airports,
- to further grow the asset base through a more systematic cross-selling between Aéroports
de Paris and TAV,
- to foster ambitious HR career paths for the employees of both groups.
Such a combination would result in the creation of an outstanding alliance with excellent growth
potential – both organically and through further acquisitions.
Aéroports de Paris expects to achieve double-digit returns on equity from this transaction. The
transaction is expected to be EPS accretive as of 2013. The investment in TAV will be financed
using existing cash and already secured acquisition debt financing.
Hamdi Akın and Dr. M. Sani Sener will continue in their positions as Chairman of the Board of
Directors and CEO & President of TAV Havalimanlari Holding, respectively. All parties agree that
the Board of Directors of TAV Havalimanlari Holding will consist of eleven members. While Tepe
Insaat & Akfen Holding together will appoint three members, Aéroports de Paris will also appoint
three members of the Board of Directors of TAV Havalimanlari Holding. The CEO & President of
TAV Havalimanlari Holding will serve as the executive Board member and there will be
4 independent Board members.
Dr. M. Sani Sener, CEO & President of TAV said:
"We believe that our brand, which was born out of the privatization of Istanbul Ataturk International
Airport and which we expanded to 12 airports in five countries in just 12 years, will be able to target
even more ambitious goals through the collaboration we have realized with Aéroports de Paris, one
of world’s leading airport operators. The partnership of these two global airport brands in managing
and building airports will result in the extensive know-how stemming from the operation of
37 airports serving 180 million passengers around the world. We have brushed shoulders in the
past with ADP all around the world, sometimes as a partner and sometimes as a competitor. We
know each other very well in the aviation industry. Aéroports de Paris is at the moment the firm
managing the projects at Muscat and Tripoli airports. We have also worked together at the
Emirates A-380 aircraft hangars project in Dubai Airports. We are sure that this collaboration will
further enhance the success we have gained as a Turkish firm and will lay new growth
opportunities before us. We will continue to work towards creating the best value for all our
stakeholders, especially for our employees and our customers. As TAV, we have always aimed at
becoming the best. Today, we have sealed a great strategic partnership to this effect.
Our collaboration with ADP will also be a source of major capital inflow to Turkey hence we will be
able to pursue our dreams and targets one step further."
Pierre Graff, Chairman and CEO of Aéroports de Paris said:
"The partnership with TAV is a major strategic investment for Aéroports de Paris group. Fully in line
with our international strategy, this transaction will have a strong positive impact on the Group’s
performance. The combination will become a leading worldwide airport operator group, with a long
lasting growth perspective.
TAV is a high performing airport operator with a talented management, which has achieved
continuous growth and impressive results in the past few years. Moreover, Turkey is one of the
fastest growing countries in OECD with a favourable business environment. The high quality of the
airport portfolio, in Turkey and abroad, is very attractive, as all airports have been recently built, are
best-in-class in terms of quality, and have ample room for growth.
Not only the geographic proximity but also the cultural and business model proximity of both
companies will ease future development plans, in particular in new airports investment
opportunities."

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