Siemens Gamesa Renewable Energy’s (SGRE) shareholders will meet on 25 January to vote on delisting the company’s shares in response to a takeover bid launched by Siemens Energy, whose cash tender offer was accepted by 77.88 per cent of SGRE’s minority shareholders, which will secure a total of 92.72 per cent stake for Siemens Energy.
In accordance with Spanish stock exchange law, a delisting of a public corporation requires at least 75 per cent of the capital stock in a voluntary takeover bid, with a simple majority then required for the formal resolution at a General Meeting, Siemens Energy said on 19 December.
Delisting of SGRE from the Spanish stock exchanges will allow to simplify processes and fully focus on the operational turnaround of the Siemens Gamesa business, Siemens Energy said.
Christian Bruch , CEO of Siemens Energy and the recently appointed Chairman of Siemens Gamesa, said: “The integration of Siemens Gamesa is an important milestone in our strategy to accompany our customers in the energy transition. The path from a fossil to a more sustainable energy world is only possible with a strong and profitable wind power industry”.
On 20 December, SGRE invited its shareholders to an Extraordinary General Meeting on 25 January in Bilbao, Spain, to vote on delisting the company’s shares. The meeting’s agenda will also include amending the by-laws of the company for the purpose of adapting them to the regulations for non-listed companies.
Furthermore, Siemens Gamesa’s shareholders will vote to reduce the number of members on the Board of Directors from ten to three, with the aim of simplifying the current governance structure and streamlining decision-making. Chairman Christian Bruch and CEO Jochen Eickholt will remain on the new board along with Anton Steiger who will serve as a non-executive proprietary director.
Delisting is expected to take place shortly after the meeting and following an approval of the delisting by Spain’s National Securities Market Commission (CNMV) and the stock exchanges in Madrid, Barcelona, Bilbao and Valencia.
CNMV approved the voluntary cash tender offer by Siemens Energy to acquire all outstanding shares in Siemens Gamesa, which it does not already own, at the beginning of November.
Siemens Energy’s offer is valued at around EUR 4.04 billion in total, with SGRE’s minority shareholders offered to tender their shares for EUR 18.05 per share.
Siemens Energy said it continued to pursue its objective to acquire 100 per cent of the share capital of SGRE and to fully integrate the company. Now, as the invitation to the Extraordinary General Meeting was issued, investors will have the opportunity to tender their shares to Siemens Energy at the offer price of EUR 18.05 per share for a minimum period of one month, the Germany-based company said.
The transaction is expected to generate annual cost synergies of up to EUR 300 million within three years after full integration. Siemens Energy also expects revenue synergies in the mid three-digit million-euro range by the end of the decade, the company said.