27.09.17
Siemens and Alstom join forces in major merger
Siemens and Alstom have announced that they have signed a Memorandum of Understanding to combine the two businesses in Europe.
Siemens will receive 50% of Alstom’s share capital on a fully diluted basis. The Franco-German merger is expected to benefit from a revenue of €15.3bn, and together they expect annual synergies of €470m by year four post-closing.
Global headquarters and the rolling stock management team will be located in Paris, France, whilst headquarters for the Mobility Solutions business will be in Berlin, Germany, with a total of 62,300 employees across 60 countries.
Existing Alstom shareholders will receive a control premium and an extraordinary dividend, totalling around €1.8bn. Siemens will receive warrants allowing it to acquire Alstom shares representing two percentage points of its share capital that can be exercised four years after closing.
It is hoped that the new team will be able to deliver an increased range of products and solutions to meet diverse customer needs. Alstom already has a presence in the Middle East, Africa, India and Middle and South America, and Siemens has a presence in the United States, Russia and China. This new merged company will therefore have access to an increasingly global market.
The two companies have said that customers will benefit from the innovation power of both organisations, through crucial innovations, cost efficiency and faster response.
There will be 11 members of the board of directors, made up of six directors designated by Siemens, with one being the chairperson, four independent directors and the chief executive officer, Henri Poupart-Lafarge.
The union has the unanimous support of Alstom’s board and Siemen’s supervisory board, as well as the support of Bouygues and the French State. The French State has said that it will terminate the loan of Alstom shares from Bouygues by 17 October, and that it will not exercise the rights granted by Bouygues.
Prior to signing the transaction documents there will be a consultation procedure according to French law. Should Alstom choose not to pursue the transaction there would be a €140m break-fee.
There will be a contribution in kind of the Siemens Mobility business driving business to Alstom for the newly issues shares of Alstom, and will be subject to Alstom’s shareholders’ approval, including for the purposes of cancelling the double voting rights.
The deal is expected to be closed at the end of 2018, subject to clearance from regulatory authorities confirming that no mandatory takeover has been initiated.