The Diplomat
Ferrovial’s Board of Directors has proposed a merger between the parent company and Ferrovial International, a Dutch European limited company that already owns 86% of the company’s assets, which will result in the transfer of the company’s registered office from Spain to the Netherlands.
The company also informed the Spanish Securities and Exchange Commission (CNMV) that it will apply for dual admission to trading in the Netherlands, with a listing in Spain, and a subsequent listing in the United States.
In any case, Ferrovial has informed that this corporate reorganisation will not have an impact on its investment plans in Spain, which will remain its main source of talent development, or in other countries where it operates.
The transaction is still subject to shareholder approval at the upcoming shareholders’ meeting. Those who vote against will be able to exercise the right of separation, which in no case may exceed 500 million euros, as in that case it would not be carried out.
The company, according to Europa Press, justifies this move on the grounds that it is an international firm with most of its business outside Spain. Specifically, 82% of 2022 revenues were generated outside Spain and 90% of its stock market value comes from abroad.
The company’s top management is convinced that the greatest opportunities for the future lie outside Spain, mainly in the United States. Moreover, 93% of the company’s institutional investors are international, so it believes that listing in the Netherlands will boost its internationalisation.
Ferrovial’s board has chosen this European country as it is normally the country of choice for companies with a large presence in Europe and the United States, as it has a ‘AAA’ credit rating and a “stable” legal framework.
At the same time, it hopes that this intermediate step will facilitate the final objective of listing in the United States, which together with Canada is one of the largest infrastructure markets in the world and where the company has the greatest growth potential.
It considers that there are a limited number of listed companies with assets in the United States, so listing in the US market could strengthen the Ferrovial brand in that country, giving it access to a larger capital market.
The timetable set by Ferrovial foresees that the transaction, provided it is approved at the next shareholders’ meeting, will take place in the second or third quarter of the year and would be accompanied by the repurchase of a 500 million euro bond to maintain its investment grade rating.
The company has also assured that this transaction will not entail any change in the shareholder remuneration policy or alter the board of directors, except for the necessary modifications to adapt it to local regulations or to the practices of each market.
Last year, Ferrovial obtained an attributable net profit of 186 million euros, a fall of 84% compared to the previous year, due to lower extraordinary items, although it achieved a 4.2% increase in sales, which were 7,551 million euros, and a 7.7% increase in gross operating profit (Ebitda), up to 728 million euros.
