Siemens 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%. 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% 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% stake and a call option for Gamesa’s 50% stake in Adwen. Both options expire in three months. Alternatively, Areva can in this time divest 100% 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.
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.