Awards, contracts & appointments

04.04.18

Alstom and Siemens take next step in merger with BCA

Siemens and Alstom have entered into a Business Combination Agreement (BCA) regarding the proposed combination of Siemens’ mobility business with Alstom.

This latest step follows the Memorandum of Understanding (MoU) signed in September 2017 and sets forth the terms and conditions agreed upon by the two companies.

Both rail giants have also announced the proposed leadership for the future board of directors of Siemens Alstom, with Siemens proposing the nomination of Roland Busch, a member of the managing board of Siemens AG, to serve as chair of the combined entity’s board of directors, in addition to his current duties.

Yan Delabriere, current lead director of Alstom’s board, would serve as vice-chairman of the board of directors as independent director.

In September last year it was announced that Henri Poupart-Lafarge would continue to serve as CEO of the combined company, as well as being a member of the board of directors.

However, these nominations are subject to the approval of Alstom shareholders and the completion of the deal itself.

Henri Poupart-Lafarge, chair and chief executive of Alstom, said: “With the signing of the BCA, we have reached an important milestone on the way to building a new leader capable of tackling the challenges of tomorrow’s mobility.

“Both companies are working diligently and in a very good spirit to progress towards closing. These first nominations illustrate the companies’ commitment to balance in the governance of the future company.”

The board of directors of the combined company will consist of 11 members, of which six will be appointed by Siemens, including the chair. Four independent members and the chief executive will complete the board.

Closing is expected at the end of 2018, subject to the approval of Alstom shareholders at the company's shareholders’ meeting planned for July 2018.

The transaction is also subject to approval by relevant regulatory authorities, including foreign investment clearance by the French Ministry for the Economy and Finance, approval by anti-trust authorities and the confirmation by the French capital market authority (AMF) that a mandatory takeover offer has to be launched by Siemens following completion of the contributions.

The new group’s headquarters will be in Saint-Ouen, France.

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