 "Siemens and Gamesa to merge wind businesses")
Spanish firm Gamesa and Germany's Siemens have signed binding agreements to merge Siemens' wind power business, including wind services, with Gamesa to create a leading global wind power player. 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 Euro 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).
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 two businesses are highly complementary in terms of global footprint, existing product portfolios and technologies. The combined business will have a global reach across all important regions and manufacturing footprints in all continents. Siemens’ wind power business has a strong foothold in North America and Northern Europe, and Gamesa is well positioned in fast-growing emerging markets, such as India and Latin America, and in Southern Europe. Further, the transaction will result in a product offering covering all wind classes and addressing all key market segments to better serve customers' needs.
“As a leading wind power player especially in emerging markets, Gamesa is a perfect partner for us. Teaming up will enable Siemens and Gamesa to offer a much broader range of products, services and solutions to meet customer requirements. The move will put Siemens and Gamesa in the best position to shape the industry for lower cost of renewable energy to the consumers,” said Lisa Davis, member of the Managing Board of Siemens AG.
As part of the merger, Siemens will fund a cash payment of Euro 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).
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.
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The new company 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 Euro 20 billion, revenue of Euro 9.3 billion and an adjusted EBIT of Euro 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.
The two businesses are highly complementary in terms of global footprint, existing product portfolios and technologies. The combined business will have a global reach across all important regions and manufacturing footprints in all continents. Siemens’ wind power business has a strong foothold in North America and Northern Europe, and Gamesa is well positioned in fast-growing emerging markets, such as India and Latin America, and in Southern Europe. Further, the transaction will result in a product offering covering all wind classes and addressing all key market segments to better serve customers' needs.
“As a leading wind power player especially in emerging markets, Gamesa is a perfect partner for us. Teaming up will enable Siemens and Gamesa to offer a much broader range of products, services and solutions to meet customer requirements. The move will put Siemens and Gamesa in the best position to shape the industry for lower cost of renewable energy to the consumers,” said Lisa Davis, member of the Managing Board of Siemens AG.