Siemens and Gamesa have signed binding agreements to merge the companies’ wind businesses.
The German giant will receive newly issued shares of the combined company and will hold 59% of the share capital, while Gamesa’s existing shareholders will hold 41%.
Siemens will fund a cash payment of €3.75 per share, which will be distributed to Gamesa’s shareholders immediately following the completion of the merger.
The cash payment represents 26% of Gamesa’s unaffected share price at market close on 28 January 2016, the companies said.
The combined Siemens/Gamesa company is expected to have 69GW installed worldwide, an order backlog of about €20bn, revenue of €9.3bn and an adjusted EBIT of €839m.
The combined company will have global headquarters in Spain and will remain listed in the country.
The onshore headquarters will also be in Spain, while the offshore headquarters will be in Hamburg in Germany and Vejle in Denmark.
Siemens and Gamesa said they expect annual EBIT synergies of €230m in year four post closing.
The transaction is still subject to approval by Gamesa’s shareholders and to other customary conditions, such as merger control clearances and the confirmation by the Spanish stock market regulator (CNMV) that no mandatory takeover bid has to be launched by Siemens following completion of the merger.
Closing is expected in the first quarter of 2017.
Iberdrola has also entered into a shareholders agreement with Siemens and will hold around 8% in the combined company after closing of the transaction.
Under the terms of the merger, Areva has been given three months to decide whether it wants to sell its 50% share in Adwen to Gamesa.
Alternatively, Areva can in this time divest 100% of Adwen to a third party via a drag-along right for Gamesa’s stake.
Gamesa executive chairman and chief executive officer Ignacio Martín said: “Today, we are embarking on a new era, creating, alongside Siemens, a world-leading wind player.
“We will continue to work as before, albeit as part of a stronger company and with an enhanced ability to offer all of our customers end-to-end solutions.”
Siemens president and CEO Joe Kaeser said: “With this business combination, we can provide even greater opportunities to the customers and value to the shareholders of the new company.
“The combined business will fit right into our Siemens Vision 2020 and underlines our commitment to affordable, reliable and sustainable energy supply.”
The companies said that Gamesa’s board of directors and Siemens’ supervisory board “unanimously supported” the deal.
Image: Gamesa
