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Ferrovial moves its headquarters to the Netherlands and projects its jump to the US park.

Date: March 24, 2023 Time: 09:45:34

Ferrovial has announced a reverse merger process between the Spanish parent company and its Dutch subsidiary FISE (Ferrovial Internacional SE) according to which the latter will become the group’s parent company, transferring the registered office from Spain to the Netherlands. In addition, it will begin to be listed on the stock market in that country as a prelude to its entry into the United States, although it will maintain its listing on the Spanish stock market.

In its justification, Ferrovial appeals to legal certainty as one of the factors that motivate its transfer. “It has a AAA credit rating and a stable legal framework.” Behind the decision is also the fact that the Netherlands is one of the countries with the lowest tax rate within the European Union, something that companies with a common presence in Europe and the US take advantage of to establish their headquarters there.

The company ensures that this change in structure will not generate impacts on “the business, the strategy, the investment plans, the organization or the daily operations”, keeping Spain as the “main source of talent development”. The corporate reorganization is due to the company’s interest in “aligning the corporate structure with the international profile.”

It justifies the change in its corporate structure with the fact that 82% of income is generated outside of Spain, 93% of institutional investors are international and that growth opportunities are expected in international markets. The company led by Rafael del Pino expects the transaction to “facilitate future listing requests in the United States,” which together with Canada presents “the greatest growth potential” for Ferrovial.

The operation, communicated to the CNMV, is subject to proof by the shareholders. Those who vote against may exercise the right of separation, which will condition this merger in the event that the obligations resulting from this process exceed 500 million euros. The deadlines set for this merger leave for the second or third the general meeting of shareholders where it will be determined whether to go ahead with this process.

Once the merger is consummated, the admission to trading of its titles in the United States will be requested, which will also be subject to market conditions. The jump to the American stock market is “the next natural step, in line with its current business and future opportunities”, which constitutes “one of the largest transport infrastructure markets in the world”.

Corporate governance will remain “in line with the current one”, except for certain modifications to be carried out to adapt it to local regulations or market practices, but without contemplating changes in voting rights or the board of directors.

Puck Henry
Puck Henry
Puck Henry is an editor for ePrimefeed covering all types of news.

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