Siemens and Gamesa have signed binding agreements to merge Siemens’ wind power business, including wind services, with Gamesa. Siemens will receive newly issued shares of the combined company and will hold 59 per cent of the share capital while Gamesa’s existing shareholders will hold 41 per cent. 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 combined company will have its legal domicile and global headquarters in Spain and will remain listed in Spain; headquarters for the onshore division will be in Spain and for the offshore division will be in Germany and Denmark. 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 69GW installed base worldwide, an order backlog of around € 20 billion, revenue of € 9.3 billion and an adjusted EBIT of € 839 million.
Additionally, Gamesa and AREVA have signed an amendment to the shareholder’s agreement for Adwen, the joint venture dedicated to offshore wind that is equally owned by the two groups. According to the terms of the amended documentation, AREVA has three months to exercise one of the following options:
- Sell its share in Adwen to Gamesa, or
- Sell 100% of Adwen’s shares to a third-party investor which may submit a more attractive binding offer during this period; the sale of the entire capital is made possible by AREVA's drag-along right on Gamesa’s stake.
At the end of this 3-month period, AREVA will disclose the option selected for the divestiture of its shares in Adwen. (click here for GE in talks to buy Adwen news release). The commitments made by Adwen as part of the tender process for the offshore wind farms for electricity production in France will remain borne by Adwen.