The merger of Gamesa and Siemens Wind Power becomes effective

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The merger between Gamesa and Siemens Wind Power becomes effective today, after the registration of the combined company in the Mercantile Registry of Biscay, in Spain. This was the last step required to close the transaction announced in June 2016, after fulfillment of all the conditions precedent and other closing actions. This transaction creates a global leader in the wind power industry, with a presence in more than 90 countries, industrial footprint in key wind markets and an installed base of 75 GW. The combined company has a €21 billion backlog, pro forma revenues of €11 billion and €1.1 billion of adjusted EBIT in the fiscal year ended December 2016. The company –based in Zamudio, Spain- will keep trading on the Spanish stock market, becoming one of the biggest industrial companies of the blue-chip index Ibex 35. Siemens will own 59 percent of the share capital of the merged company, 8 percent will be held by Iberdrola, and the rest will be free-floating shares. Ignacio Martín, previously the Executive Chairman of Gamesa, will serve as CEO of the merged company.

The legal domicile and global headquarters of the merged company will be located in Spain. The onshore offices will be also in Spain, while the offshore headquarters will be located in Hamburg (Germany) and Vejle (Denmark).

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As a result of the agreements reflected in the Merger Agreement €1.005 billion (€3.60[1] per share) will be distributed as dividend to Gamesa shareholders. Further liquidity composition as of 31 March merged into Gamesa consists of cash in carved out entities, cash accumulated since carve out and contractual settlements amounts to €885 million.

Dividend payment calendar

 April 6: Last trading date with right to receive the extraordinary dividend.
 April 7: Ex-dividend date. Implicit technical market correction of c. €3.6 per share.
 April 11: Payment of extraordinary dividend

Siemens Gamesa Renewable Energy announces Rosa García as Chairwoman and first appointments for the management team

Initial steps for the creation of a leading company in the global wind energy industry are well underway with the first meeting of the Board of Directors of the combined company, announcing first appointments for the joint management team. Ignacio Martín, former Executive Chairman of Gamesa, will continue as CEO of the combined company for the transition phase before he will hand over to the next management generation. As indicated, Martín intends to begin this transition phase by supporting the selection process and then retiring after his long service to the company. The Board of Director’s newly constituted Appointment and Remuneration Committee will immediately begin the selection process for the new CEO.

In the Board of Directors meeting, Andrew Hall, formerly CFO of Siemens Wind Power, has been appointed the CFO of the merged company. Xabier Etxeberria, formerly Business CEO at Gamesa, will head its Onshore business, Markus Tacke, previously CEO of Siemens Wind Power, will head the united company’s Offshore business, and Mark Albenze, who was the CEO of Wind Service at Siemens Wind Power, will head the combined Service business. David Mesonero will be the Chief Integration Officer in addition to his current responsibilities as Head of Corporate Development. Rosa Garcia, CEO for Siemens in Spain, has been appointed non-executive Chairwoman of the Board.

The members of the Board of Directors also confirmed the new company brand reflecting the joint strengths of the united company, and agreed on the new company name – Siemens Gamesa Renewable Energy – to be submitted for approval at the Annual General Shareholders Meeting taking place in June. Until then, the company will use the new brand but will continue to operate under the legal entity name Gamesa Corporación Tecnológica.

[1] This amount is the result of deducting from the announced gross extraordinary dividend of €3.75 per share all dividends paid since the execution of the merger agreement (June 17, 2016) until the expected merger effective date, that amounts to €0.15 per share (paid on July 4, 2016).

Source: Siemens Gamesa Renewable Energy