Shareholders who oppose the plan to relocate the company’s headquarters railway from Spain to the Netherlands can withdraw their investment within a month. The merger agreement, decided at the thirteenth shareholders’ meeting, was published today in the Official Gazette of the Trade Registry, known as BORME.
This agreement establishes a cross-border merger in which Ferrovial will be acquired by the Dutch subsidiary FISE. The plan was also approved by the full board after Ferrovial disclosed the details to the National Securities Market Commission, CNMV.
One of the core conditions for this operation is the provision for dissenting shareholders to exit, with the exit option not exceeding five hundred million euros in value.
Leopoldo del Pino, representing the fourth shareholder group with a 4.15 percent stake, voted against the proposal. He is not expected to exercise his exit right; if he did, it would value his stake at roughly eight hundred million euros.
Transition to the Netherlands was supported by 93.3 percent of the board, with Leopoldo del Pino’s dissent effectively excluded. Only 0.29 percent of votes opposed this registered office change.
As of now, exiting is not financially attractive due to Ferrovial offering 26.0075 euros per share to shareholders who want to withdraw. Ferrovial shares have risen about 13 percent since the start of the year and trade near 27.6 euros.
Banco Santander as representative organization
Ferrovial appointed Banco Santander as an intermediary for managing the separation process, enabling the transfer of all or part of the shares held by shareholders. The merger will become effective at midnight on the day after the merger agreement is signed in the Netherlands.
In addition to key shareholders, Ferrovial creditors have one month to exercise their right to oppose the transaction. No FISE creditor has exercised this right so far.
If everything proceeds smoothly, Ferrovial will be absorbed by the Dutch subsidiary FISE, which will assume all assets and liabilities. Ferrovial will be dissolved and, from January 1, all operations will be under the FISE umbrella with standardized accounting processes.
Shareholders will exchange one FISE share for each Ferrovial share, and the merged entity will be named Ferrovial SE.
Following the merger’s effectiveness, FISE is expected to seek listing for its shares on the Amsterdam Stock Exchange, with trading subsequently extending to Spanish markets. The company will then pursue listings on North American exchanges as well.