The merger of Siemens’ Wind Power business and Gamesa has recently received unconditional clearance from the European competition authorities. Antitrust approvals have now been obtained in all required jurisdictions, and all the conditions precedent for the merger have been satisfied. Subject to pending closing actions, Siemens and Gamesa expect to close the merger early in April, after the registration of the merged entity in the Vizcaya Companies Register. “We have reached a milestone in our path to merge Gamesa and Siemens Wind Power and create a leading global wind player. This merger is designed to combine the complementary strengths of both companies to benefit our customers, shareholders, employees, and suppliers. I’m excited about bringing the new company to the market very soon,” said Lisa Davis, member of the Managing Board of Siemens AG.
“We’re very pleased to have received unconditional approval from the European Commission. This is an historic moment for both Gamesa and Siemens Wind Power,” said Ignacio Martín, Executive Chairman and CEO of Gamesa. “This approval brings us one step closer to turning our vision of creating a global leader into reality and forming a company with presence in all the important wind markets,” Martín added. The joint management team of the merged company will take office after being appointed at the first meeting of the new company board and will be announced to all stakeholders promptly after the appointment.
Strongly endorsed from the beginning, the merger was approved by Gamesa’s shareholders in October by a majority of 99.75%. In December, Spain’s securities market regulator (CNMV) confirmed the merger. The transaction will create a global wind leader with an installed base of 75 GW, an order book of €20.9 billion and revenue of €11 billion, using pro forma data for the last twelve months as of December 2016. Adjusted pro forma EBIT totals €1.06 billion and implies a margin of 9.6%. Siemens will fully consolidate the merged entity in its financial statements. The merged entity will remain listed on the Spanish stock exchange.
Contacts for journalists
Gamesa
Úrsula Guerra
Phone:+34 915031700
E-mail: uguerra@gamesacorp.com
Siemens AG
Alexander Becker
Phone: +49 89 636 36558
E-mail: becker.alexander@siemens.com
Further information is available at http://www.windpowerpioneer.com
IMPORTANT INFORMATION
This communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities. The shares of Gamesa Corporación Tecnológica, S.A. (“Gamesa”) may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration. This announcement includes forward-looking statements regarding the merger between Gamesa and the wind power business of Siemens Aktiengesellschaft (the “Merger”). These statements are based on certain assumptions and reflect current expectations. There can be no assurance that the Merger will be consummated, that is subject to various regulatory approvals and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met.
All forward-looking statements in this announcement are subject to risks and uncertainties that could cause actual results or events to differ materially from current expectations. Any forward-looking statements made by or on behalf of Gamesa speak only as of the date they are made. Gamesa disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Likewise, this document contains statements related to future events or developments involving Gamesa and the Merger that may constitute forward-looking statements. These statements may be identified by words such as “expects,” “looks forward to,” “anticipates” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “projects” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements.
Such statements are based on the current expectations and certain assumptions of Gamesa’s management, of which many are beyond Gamesa’s control. These are subject to a number of risks, uncertainties and factors, including, but not limited to those described in disclosures, in particular in the chapter Risks in the respective Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Gamesa may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Gamesa neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
