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When Gamesa and Siemens Wind Power, wind-power subsidiary of the German giant,
raised the merger of their businesses, both companies saw him every sense to the
operation. Also Iberdrola, one of the relevant shareholders of Alava manufacturer of wind
turbines. The wind farm leader who would be born of that operation would generate revenue
of about 11,000 million euros a year, presence in 90 countries and leave with a portfolio of
orders valued at 20,000 million. In addition, it became ahead of its rival in the market for
wind-power generators, Denmark's Vestas.
The merger was signed in June 2016 and, effectively, Gamesa is 'German' since April of
last year. It is about to close his first year as merged and headaches that is generating its
management have made shareholders who are behind the 41% that it does not control
Siemens to wonder if the merger carried out allowing German skipping a public offering of
Ad quisicion (OPA) was really a good idea. Among the minority is Iberdrola, with an
important position (8.1%) and a fragmented group of investors distributed the remaining
33%.
The two cuts in forecasts of profit for the year (profit warning), the announcement of a strong
restructuring of its workforce globally, the successive changes of its directors and the delay
of its strategic plan - be presented in ten days-, have been a perfect combination for wind
turbine manufacturer titles crashed at Madrid Park. From April 2017, stock has plummeted
by 45%, the around of 22 EUR 12,02 euros with which closed the session on Friday, leaving
the market value of the company in little more than 8,100 million.
The discontent of Iberdrola "we cannot be happy with a company that has lost half its value
in six months", said the Chairman of Iberdrola, Ignacio Sánchez Galán, openly at the end of
November in a meeting organized by the confidential. "When you see things like that we are
seeing, making a profit warning and you almost hear the newspaper that are going to do,
that people of high level change... because you think that we are going crazy and something
is wrong," he added.
Galán saw potential and said feel "satisfied" to have contributed to the creation of a global
leader in the manufacture of wind turbines, there is now concern and discontent. First, by
the progressive departure of former managers of Gamesa and management are making
Germans of the company; the second, by the apparent collapse of the value in Exchange.
Your shareholder package has lost more than 660 million on stock exchange since May.
In October, after the second profit warning announced several weeks before presenting the
results of his first semester as merged - and end of year 2017-Iberdrola at a meeting of the
Council expressed concern over the direction of the company. His complaint resulted in the
latest changes in the dome of the manufacturer.
The relevant shareholder in Iberdrola - and first customer of Gamesa - position is reinforced
with the shareholders Pact that signed with Siemens, which served fundamental pillar for
the merger, a weapon as 'spanishness' of the company to ensure the electrical. Despite
good intentions, the relations between the Spanish and German giant have not been as
smooth as expected.
Market sources indicate that electrical is reviewing the shareholders Pact parameters to
determine if the industrial plan is being fulfilled and, therefore, the agreement remains in
force. In this Covenant, the electric Spanish kept is an ACE. If you breach any of the
obligations to which undergoes the German in his relationship with Iberdrola as a
shareholder of Gamesa, company Galán presiding may sell its stake in the merged to
Siemens at the price which is greater: 22 euros per share or the pr quote of the day of the
breach more ecio a premium of 30%.
The merger without OPA, in question and what happens with the minority who are not
represented in the quota of Iberdrola? 33% of shareholders that do not monopolize neither
Siemens nor the electric include Alliance Bernstein, Barclays Bank, Norges Bank and
JPMorgan funds and other private investors. The situation of the company is of concern to
them also. Moreover, they wonder if the regulator is performing its role and guaranteeing
their protection. So explained it from the law firm Cremades & Calvo-Sotelo, which have
directed their queries some of these investors.
The German giant took advantage of the fine print of the law to avoid launching a takeover
bid for 100% of the shares of Gamesa. According to the current standard, there is an
exception that allows not to make the public offer when a company wants to take over the
control of another: that arises a project of enterprise integration that prime the improvement
of the business plan on the shareholder control. Siemens filed with the CNMV a plan of
business with this spirit and the supervisor gave the go-ahead to the exemption.
As a result, Siemens should facilitate the entry of other reference to capital partners to
counterbalance its position of dominance in the resulting company. Thus, the German
stayed with 59% of the merged and Iberdrola, which until now had in his possession a
19.68% of the capital of Gamesa, was kept in the merged although it reduced its position to
8.1%.
The team of lawyers that is analyzing the situation points to the Spanish that boasts is not
fulfilling the industrial plan by which the CNMV exempted Siemens launch bid to take over