Additionally, Gamesa and Areva have reached binding agreements whereby Areva removes the restrictions that existed in the contract establishing Adwen, the joint venture between Areva and Gamesa for the offshore business, simplifying the transaction between Gamesa and Siemens. As part of these agreements, Gamesa—aligned with Siemens—grants Areva a put option on its 50% stake in Adwen and a call option on Gamesa's 50% stake. Both options expire in three months. Alternatively, during that same period, Areva may seek a third party to divest its 100% stake in Adwen.
This merger will create a wind energy group with 69 GW of installed capacity worldwide, an order backlog valued at €20 billion, revenues of €9.3 billion, and adjusted EBIT of €839 million, according to pro forma figures for the twelve months ending March 2016. Siemens will consolidate the resulting company in its accounts. The company will have its registered office and headquarters in Spain and will remain listed on the Spanish stock exchange. The onshore business operations center will be in Spain, while the offshore business operations center will be in Hamburg, Germany, and Vejle, Denmark.
Siemens and Gamesa's businesses are highly complementary in terms of geographic presence, product portfolio, and technology. The resulting company will have a global reach in key wind energy markets and an industrial presence on every continent: Siemens' wind energy business has a strong position in North America and Northern Europe, while Gamesa operates in rapidly growing emerging markets such as India and Latin America, as well as in Southern Europe.
Additionally, the product portfolio would cover all segments, responding to the needs of customers in all types of locations and markets.
“The merger with Siemens’ wind energy assets is a recognition of the work carried out by the company in recent years and a confirmation of our commitment to long-term value creation, through the generation of significant synergies and the expansion of the horizon of profitable growth. Today we begin a new stage, creating together with Siemens a world leader in wind energy, in which we will continue working as before but within a stronger group and with a greater capacity to respond to our customers,” commented Ignacio Martín, Executive Chairman of Gamesa.
“The combination of our wind business with Gamesa is based on a clear and compelling industrial rationale in a growing and attractive industry where size is key to the competitiveness of wind energy. This business combination will allow us to offer greater opportunities and value to the customers and shareholders of the new company. The combined business fits perfectly with our Vision 2020 and underscores our commitment to an efficient, secure, and sustainable energy supply,” said Joe Kaeser, Chairman and CEO of Siemens AG.
Gamesa and Siemens expect to generate synergies estimated at 230 million euros annually in terms of EBIT four years after closing.
“Gamesa—a leading player in the wind energy business, especially in emerging markets—is the perfect partner for us. This merger will allow Siemens and Gamesa to offer a much broader range of products, services, and solutions to meet our customers’ needs. This transaction will put Siemens and Gamesa in an ideal position to offer more competitive renewable energy costs,” said Lisa Davis, Member of the Board of Management of Siemens AG.
This transaction has the unanimous support of Gamesa's Board of Directors and Siemens' Supervisory Board. Iberdrola has reached a shareholders' agreement with Siemens and will hold approximately 8% of the resulting company once the transaction is completed. The transaction is subject to approval by Gamesa's shareholders and other customary conditions precedent, such as regulatory approval and confirmation from the Spanish securities regulator (CNMV) that Siemens will not be required to launch a mandatory takeover bid after the merger closes. Gamesa has entrusted the supervision of the integration process to an ad hoc Merger Committee composed exclusively of independent directors. The transaction is expected to close in the first quarter of 2017.
