(Corrects to show acceptance period will be 15 calendar days, not working days)
By Paul Day and Francesca Landini
MADRID/MILAN, Oct 9 (Reuters) - Spain’s market watchdog approved Italian infrastructure group Atlantia’s proposed takeover of Spanish rival Abertis on Monday, clearing one of the hurdles to the creation of the world’s biggest toll-roads operator.
Approval comes nearly five months after Atlantia announced it was offering 16.3 billion euros ($19 billion) in cash and shares to buy Abertis.
Spanish regulator CNMV said in a market filing the offer was conditional on at least 10.1 percent of shareholders in Abertis accepting payment in Atlantia shares, and that more than 50 percent of Abertis shareholders must accept the offer.
The offer acceptance period will run for 15 calendar days from the formal publication of the offer prospectus, CNMV said.
Though the offer was described a “friendly” by Atlantia, Abertis’s shareholders have not expressed a view on the bid and potential counter-bids could still emerge.
The top shareholder in Abertis is Criteria Caixa, the financial arm of a politically connected and powerful banking foundation that controls Catalonia’s largest lender Caixabank .
Several potential rivals for acquiring Abertis have been named in media reports in recent months, but only Spanish builder ACS, which is headed by Real Madrid soccer club Chairman Florentino Perez, has said it is looking at making a possible counter-offer.
ACS is expected to decide this month whether to make an offer.
In the prospectus published by Spain’s CNMV, the Italian group said it was leaving the door open to changing the bid to an all-cash offer.
Atlantia, controlled by Italy’s Benetton family, also said in the document it would sell a portion of Abertis’s 34 percent shareholding in telecom masts company Cellnex to avoid having to make a full bid for Cellnex.
It also repeated it was ready to sell Abertis’s satellites business Hispasat if requested by the Spanish government. ($1 = 0.8516 euros) (writing by Isla Binnie, Francesca Landini; Editing by Greg Mahlich)