The most popular Siemens acquired COMESA, the worl

2022-08-03
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Siemens' acquisition of gamesa, the world's largest wind turbine manufacturer, was born on the evening of June 17. The 21st Century Business Herald learned from Siemens that this German industrial group had signed a binding agreement with gamesa, a Spanish company, to merge the wind power businesses of both sides (including XIMENZI wind power service business). So far, it is difficult to identify the collected partial pressure 1 signal. After nearly half a year of negotiation, the world's largest wind turbine manufacturer has created a mobile manufacturer with upward beams

it is reported that Siemens will acquire new shares from the merged company and hold 59% of the shares, and the existing shareholders of COMESA will hold 41% of the shares. According to the arrangement of the M & a agreement, after the completion of the M & A, Siemens will pay a cash compensation of € 3.75 per share to COMESA shareholders (excluding Siemens itself) (in addition to all ordinary dividends before the completion of the M & A). Calculated at the closing price on january28,2016, this compensation amount is 26% of COMESA's share price. According to industry estimates, the market value of the new company will reach 10billion euros

the results of the new company will be incorporated into Siemens' financial statements. Based on the 12 months before march2016, it is estimated that the global installed capacity of the new company will be 69gw, the undelivered orders will be about 20billion euros, the revenue will be 9.3 billion euros, and the adjusted EBIT will be 8. 5% 3.9 billion euros as a special composite manufacturer. Siemens estimates that the new company's total consolidated EBIT will reach 230million euros in the fourth year after the completion of the transaction

the legal place of incorporation and global headquarters of the new company will be located in Spain and will remain listed in Spain. The headquarters of onshore wind power business will be located in Spain, and the headquarters of offshore wind power business will be located in Hamburg, Germany and vaelle, Denmark

on January 29, COMESA announced that it had received a request from Siemens to consolidate its wind power business. However, the negotiation between the two sides was not smooth after that, and even came to a standstill due to the business adjustment of adwen, a Spanish offshore wind power company

adwen was established by COMESA and Areva, a French nuclear power giant, in 2014, with 50% shares held by both companies. It is understood that after Siemens issued the acquisition request, adwen's business adjustment resulted in gamesa delaying the merger with Siemens

this obstacle has been solved. Siemens said that COMESA and Areva had reached an agreement, and Areva had waived its contractual restrictive rights in the joint venture, thereby simplifying the acquisition. According to the arrangement of the M & a agreement, through coordination with Siemens, COMESA granted Areva a seller's option for 50% of the equity in adwen, and COMESA also had a buyer's option for 50% of the equity in adwen. These two options are for three months. As an alternative, AREVA may also use its compulsory sale right to sell adwen to a third party

according to the market share analysis of global wind turbine manufacturers in 2015 released by Danish wind power consulting agency make, Vestas of Denmark ranked first with 7.6gw of new installed capacity in the world last year; Siemens is 4.6gw, ranking the fourth in the world; COMESA is 3.6gw, ranking fifth in the world. This means that the new company after the merger of Siemens and COMESA accumulated 8.2gw of new installed capacity last year, surpassing Vestas to become the world's largest fan manufacturer with a 13.4% market share

according to the data in the report, after the establishment of the new company, the onshore wind power market share will reach 11.1%, surpassing Ge and ranking third in the world. In the field of offshore wind power, the new company will have an absolute advantage. Siemens' market share in global offshore wind power was 50.9% last year. With adwen, the second largest company, the market share of the new company will be as high as 66.8%

in addition, Siemens and COMESA are highly complementary in terms of global layout, existing product portfolio and technology. The combined business will cover all important regional markets in the world, with production bases on all continents. Siemens' wind power business has a solid foundation in North America and Northern Europe, while COMESA has performed well in emerging markets such as India, Latin America and southern Europe. In addition, Siemens said that the integrated product portfolio will cover all wind power grades and serve all major market segments

the M & a plan has been unanimously supported by COMESA's board of directors and Siemens' Management Committee. Iberdrola, the Spanish electric company, has also signed a shareholder agreement with Siemens, which will hold about 8% of the shares of the merged company after the completion of the transaction

however, the transaction needs to be approved by COMESA shareholders and meet other transaction conditions, such as obtaining the permission of the Spanish national securities and markets Commission (cnmv) on merger control and the approval of compulsory offer acquisition is not required after the cost of merger is significantly inferior to the existing capacity. The supervision of the M & a process is entrusted by COMESA to the temporarily established M & a committee, which will be composed of all special independent directors. The M & A is expected to be completed in the first quarter of 2017

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