Gamesa to approve the merger with Siemens Wind Power

The Board of Directors of Gamesa resolved today to call the Extraordinary General Shareholders’ Meeting needed to approve the merger with Siemens’s wind power assets. The EGM will foreseeably take place, on second call, on 25 October in Zamudio (Vizcaya, Spain).

The company’s shareholders will be asked to vote on the various resolutions needed to execute the merger with Siemens Wind Power. Gamesa plans to absorb the company that holds Siemens’s wind power assets in exchange for newly-issued Gamesa shares. In the wake of the exchange, Siemens will own 59% of the company and Iberdrola, 8%.

Also, Gamesa’s shareholders will deliberate on the distribution of an extraordinary cash dividend of €3.591 per share, to be distributed by Gamesa to its shareholders (excluding Siemens) after the merger closes.

The EGM’s agenda also includes, as stipulated in the Common Terms of Merger, a resolution to increase the number of directors of the Board of Directors from 12 to 13 and the appointment of new members, who will take up their positions after the merger closes (in the first quarter of 2017).

The merger between Gamesa and Siemens’s wind power business will give rise to a leading global wind player with 69 GW installed base worldwide, an order backlog of €21 billion, revenue of €9.9 billion and adjusted EBIT of €915 million, using pro forma figures for the last 12 months as of June 2016. Siemens will consolidate the company, which will remain domiciled in Zamudio and listed in Spain, in its financial statements.

Once approved by Gamesa’s shareholders, the transaction will be subject to authorisation from the anti-trust authorities and confirmation by the Spanish stock market regulator (CNMV) that no mandatory takeover bid has to be launched by Siemens following completion of the merger.

1The pre-tax figure of €3.59 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.