Gamesa held an Extraordinary General Meeting at which its shareholders amply ratified the resolutions needed to close the merger with Siemens Wind Power, specifically casting 99.75% of votes in favour.
By virtue of this transaction, Gamesa will absorb Siemens’s wind power assets in exchange for newly-issued shares in Gamesa. In the wake of the deal, Siemens will own 59% of the new company, while Iberdrola will retain an 8% interest.
The company’s shareholders also approved the distribution of a special cash dividend of €3.5911 per share (before withholdings), to be paid out by Gamesa after the merger closes.
During his speech, Ignacio Martín, Executive Chairman of Gamesa, stressed that the merger will create a world-leading player in the wind industry: “Today’s meeting marks the start of a new era, one that will give Gamesa greater scale, thanks to the merger with Siemens WP, reinforcing it as a global leader in both the onshore and offshore segments.
He also underscored the highly complementary nature of the merger in terms of the two entities’ geographic footprints and product and technology portfolios. He said that the resulting firm would have a truly global reach, with a presence in all the main wind markets and reinforced industrial capabilities on all five continents.
Providing a numerical snapshot of what the resulting company will look like, Gamesa’s Chairman said that the enlarged firm would boast installed worldwide capacity of close to 70 GW, an orderbook valued at €21 billion, revenue of around €10 billion, adjusted EBIT of €915 million and roughly 22,000 employees globally.
Recognition for Gamesa’s performance
This agreement, assured Ignacio Martín, effectively endorses Gamesa’s strengths, noting that in recent years the company had established itself as one of the sector’s most solid firms, climbing to fourth position on the global ranking of onshore original equipment makers (OEMs) compiled by sector specialist MAKE.
Gamesa’s excellent business performance has been echoed in the company’s share price performance. During the last four years, Gamesa has seen its market capitalisation multiply by a factor of 21: its shares have gone from trading at €1 in July 2012 to €21.44 today2, marking a gain of over 2,000%, compared to a 52% revaluation in Spain’s benchmark blue chip index, the Ibex 35.
Value creation
Ignacio Martín said during his presentation that “the transaction is not just good for Gamesa, it opens up new horizons for all of our stakeholders. By combining these two highly complementary businesses we will achieve greater geographic reach, a broader portfolio of products, services and solutions and more robust financial solidity”.
“This transaction makes clear and compelling strategic sense in an attractive industry in which size is a key competitive factor”, underlined Gamesa’s Chairman, robustly expounding the transaction rationale.
Lastly, Ignacio Martín sought to emphasise Gamesa’s commitment to maintaining its ties with the Spanish market. The new Gamesa’s registered office will remain in Zamudio and the company’s shares will continue to be traded in Spain; indeed it will emerge as one of the leading industrial stocks in the benchmark Ibex-35 index.
Next steps
Now that the transaction has been approved by Gamesa’s shareholders, the next steps are to secure confirmation from the Spanish securities market regulator (the CNMV) of Siemens’s exemption from having to launch a public takeover bid and then obtain authorisation from the anti-trust authorities.
1 The pre-tax figure of €3.591 per share corresponds to the announced dividend of €3.75 per share, net of the ordinary dividend of €0.1524, already paid out by the company on 4 July. This ordinary dividend does not reduce the €1.05 billion of cash to be contributed by Siemens under the terms of the merger agreements.
2 At the close of trading on 24 October.
