Siemens and Gamesa announce merger of wind businesses
Siemens and Gamesa have signed
binding agreements to merge Siemens' wind power business, including wind
services, with Gamesa. Siemens will receive newly issued shares of the
combined company and will hold 59 percent of the share capital while Gamesa's
existing shareholders will hold 41 percent. As part of the merger, Siemens
will fund a cash payment of €3.75 per share, which will be distributed
to Gamesa's shareholders (excluding Siemens) immediately following the
completion of the merger (net of any ordinary dividends paid until completion
of the merger). The cash payment represents 26 percent of Gamesa's unaffected
share price at market close on January 28, 2016.
Additionally Gamesa and Areva have entered into contractual agreements
whereby Areva waives existing contractual restrictions in Gamesa's and
Areva's offshore wind joint venture Adwen simplifying the merger between
Gamesa and Siemens. As part of these agreements, Gamesa - in alignment
with Siemens- grants Areva a put option for Areva's 50 percent stake and
a call option for Gamesa's 50 percent stake in Adwen. Both options expire
in three months. Alternatively, Areva can in this time divest 100 percent
of Adwen to a third party via a drag-along right for Gamesa's stake.
The new company, which will be consolidated in Siemens' financial statements,
is expected to have on a pro forma basis (last twelve months as of March
2016) a 69 GW installed base worldwide, an order backlog of around €20
billion, revenue of €9.3 billion and an adjusted EBIT of €839 million.
The combined company will have its global headquarters in Spain and will
remain listed in Spain. The onshore headquarters will be located in Spain,
while the offshore headquarters will reside in Hamburg, Germany, and Vejle,
Denmark.