Siemens and Gamesa have signed binding agreements to merge Siemens' wind power business, including wind services, with Gamesa, to create a new company that will be a major force in global wind power. 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 %. Siemens will also 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 but net of any ordinary dividends paid until completion of the merger. The cash payment represents 26 % of Gamesa's pre-announcement share price at market close on January 28, 2016.
The merger is wholly approved by both boards of directors. Gamesa stakeholder Iberdrola has entered into a shareholders' agreement with Siemens and will hold around 8 % in the combined company after closing of the transaction, subject to the usual shareholder approvals.
Gamesa and Areva have entered into contractual agreements under which Areva waives existing contractual restrictions in the two companies' offshore wind joint venture Adwen, in order to simplify the merger between Gamesa and Siemens. As part of these agreements, Gamesa 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 is expected to have 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 considered to be 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 facilities on 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, Latin America and southern Europe.
Siemens and Gamesa expect significant operational savings from 'synergy' potentials in a combined setup. In total, annual EBIT synergies of €230 million are anticipated for year four after the merger closes, expected to be in Q1 2017.