Spanish Gamesa wind business merges with Siemens and create giant backlog of US $ 22,500 … – Financial Journal

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Gamesa and Siemens have reached an agreement to merge the wind energy business of Siemens with the Spanish group in an operation that will lead to “a world leader in wind power “.

The operation will be implemented through a merger of a Spanish subsidiary of Siemens (as absorbed company) by Gamesa (as absorbing company). Siemens consolidated in its accounts the resulting company.

According to the exchange ratio, the German group will control 59% of the new company, while current shareholders of Gamesa will hold the remaining 41% and receive a cash payment of 3.75 euros per share (equivalent to 26% of the closing price of its action on 28 January).

Gamesa’s main shareholder is Iberdrola, with a share close 20%. The electrical chaired by Ignacio Sánchez Galán comprometico has to support the merger and would have about 8% of the new Gamesa.

The group resulting from the merger will maintain its registered office and centers of overall operations and the onshore business operations in Spain, while the offshore business will be in Hamburg (Germany) and Vejle (Denmark). The company will continue to trade in Spain.

In a joint statement sent to the Comisión Nacional del Mercado de Valores (CNMV), Gamesa and Siemens have explained that provide estimated at 230 million euros annual synergies in terms of profit operating income (EBIT) four years after the closing of the transaction, scheduled for the first quarter of 2017.

both company have explained that their businesses are “highly complementary both in geographic presence and product portfolio and technology. “

the nuego group will be a wind giant with revenue of 9,300 million euros and an adjusted operating profit of 839 million euros (pro forma figures for the last twelve months to March 2016). The company will have 69 gigawatts installed worldwide and an order backlog valued at 20,000 million euros.

Shares of Gamesa, which have been suspended before the opening of the session, again trading with more than 5% advance, up to 18,025 euros.

No OPA
the project now has to be approved by the shareholders of Gamesa, which has convened a regular meeting for next Wednesday.

the CNMV, chaired by Elvira Rodriguez must approve the merger and hold harmless Siemens to launch a takeover bid (OPA). This was one of the pitfalls that could have been raised in the operation. By passing the 30% threshold, the Siemens group would be obliged to launch a takeover bid for 100% of Gamesa.

The regulation, however, provides for exceptions. For example, if it is not about taking control of a group, but to create a new and more ambitious business and industrial project as, at first glance, it seems to be the case with Siemens and Gamesa. In any case, the CNMV had asked Siemens and Gamesa to be careful with minority shareholders who do not feel their rights violated

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