Siemens Energy AG has made a voluntary cash tender offer to acquire all outstanding shares in Siemens Gamesa Renewable Energy S.A. (SGRE), i.e., approximately 32.9% of SGRE’s share capital, which it does not already own. SGRE’s minority shareholders will be offered €18.05 per share in cash.
Following a successful closing of the transaction, Siemens Energy intends to pursue a delisting of SGRE from the Spanish stock exchanges, where it currently trades as a member of the IBEX 35 index.
The integration will support management’s efforts to resolve the current challenges at SGRE by helping implement the necessary measures to stabilize the business and deliver on its full potential. In particular, SGRE will benefit from Siemens Energy’s closer involvement into the day-to-day operations and its turnaround expertise, especially in the fields of manufacturing, supply chain, project and customer management.
“The full integration of SGRE is an important milestone for Siemens Energy’s positioning as a driver of the energy transition from fossil to sustainable energy solutions,” says Joe Kaeser, chairman of the supervisory board of Siemens Energy AG. “This will benefit customers, employees, shareholders, and ultimately society. It is critical that the deteriorating situation at SGRE is being stopped as soon as possible, and the value-creating repositioning starts quickly. The Supervisory Board strongly supports the Executive Boards plans for the integration of SGRE.”
After full integration, the combined group may benefit from expected cost synergies of up to approx. €300 million p.a. within three years. In addition, revenue synergies of a mid-triple-digit million € amount are expected by the end of the decade.
“The integration of SGRE is an important step on our strategic roadmap to lead the energy transition,” comments Christian Bruch, CEO of Siemens Energy. “As an integrated group with a more holistic offering, we will be even better positioned to support our customers on the way to a more sustainable future. This transaction comes at a time of major changes affecting global energy. Our conviction is that the current geopolitical developments will not lead to a setback to the energy transition. Accelerating renewables will play a key role in this journey. Joining forces with SGRE will benefit both companies and all stakeholders.”
The offer of €18.05 per share in cash for all outstanding shares in SGRE represents a premium of 27.7% to the last unaffected closing share price of Siemens Gamesa Renewable Energy of €14.13 on 17 May 2022. The offer price exceeds the 6-month volume-weighted average price (VWAP) of the SGRE share prior to the date of this announcement, calculated in accordance with Spanish market practice and Spanish Takeover Regulations. The audit firm PwC was engaged as an independent valuator to issue a valuation report in order to comply with Spanish rules on delisting. The funding of the acquisition is fully underwritten by Bank of America and J.P. Morgan. Assuming a full acceptance of the offer, Siemens Energy intends to finance up to €2.5 billion of the transaction value with equity or equity like instruments. The remainder of the transaction would be financed with debt as well as cash on hand. As a first step, equity may be offered without subscription rights, subject to market conditions. The transaction is expected to close during the second half of the year 2022.