Moments after the shareholders meeting, a political storm began to take shape as government involvement reached the highest levels. The discussion focused on moving the group’s headquarters to the Netherlands, with the term legal center used to describe a possible disposition to sell. The plan would keep two headquarters: a legal headquarters and an operational one, with Madrid as a likely location for the latter. People close to the operation indicate that presenting the move this way serves more as optics than a solid legal strategy. The aim appears to be signaling a softer position before the authorities and shareholders, while the reality is that the debate about two headquarters has gained momentum in recent hours. For instance, Jordi Canals, a former head of Iese and a trusted adviser near Ferrovial’s president Rafael del Pino, voiced concerns in an interview with actives, suggesting that the path forward should be anchored in dual centers of gravity across the group.
On the government side, pressure continues to mount. Gonzalo García, the minister of foreign affairs for the economy, sent a note to Ferrovial’s chief executive, Ignacio Madridejos, reiterating what the market regulator and the stock exchange operator have outlined. The board of stock exchanges clarified that moving the headquarters is not a requirement for a Spanish company to be listed directly. The New York Stock Exchange has been cited as a major argument supporting the move. Some observers point to IAG, the result of Iberia and British Airways’ merger, which maintains two headquarters and trades on both the London and Spanish markets. The ministerial letter, as explained within, seeks to adequately inform the company’s general assembly about the options and any risks involved in this area.
Relocating the headquarters to the Netherlands would place the registered office in Amsterdam, at Kingsfordweg 151, leading to Dutch regulatory jurisdiction and a permanent establishment for the group in Spain as well. In terms of taxation, the Netherlands would be the home for corporate taxes while Spain would tax only the profits generated within the country. Analysts from Sabadell estimated potential annual tax savings of about 40 million euros for the Dutch entity due to more favorable dividend taxation rules.
The Thursday shareholders meeting has become a complex chapter for Ferrovial, especially as the government pressures more on reconsidering the relocation. The state suggests that there may be no loopholes to overturn the decision, and there had even been talk of leveraging a protective shield for anti-takeover measures. Rafael del Pino is believed to hold a stake of at least 2.57 percent, which could be used to resist the transfer without opposing a potential repayment of 500 million euros in treasury shares. The company, referencing the Fusion Project, notes that overcoming this hurdle could still leave the move in doubt. Shareholders who voted against the merger have a one-month window to seek redemption. Since the trade registry was published in the official gazette indicating the shareholders’ meeting approved the merger, Ferrovial and del Pino have enjoyed backing from major funds, including TCI, which raised its stake to seven percent after the news. Some family members, including Leopoldo del Pino with more than four percent of shares, have publicly supported the move, though the company has stated it will not demand repayment of those shares.
Ferrovial argues that the principal motive behind relocating the headquarters to the Netherlands is economic, aligning with its broader objective of being listed on Wall Street as an American company for all purposes, not merely through American depositary receipts. The company insists this move reflects just a portion of its full potential. It notes that a substantial portion of business already originates in the United States, with prospects and major opportunities expected largely in that market. In Ferrovial’s view, a stronger U.S. footprint would also bolster its visibility with regulators, highlighting its role in delivering new flagship projects and partnerships across North America.
For Ferrovial, the emphasis remains on creating greater presence in the United States while maintaining compliance with relevant laws and maintaining access to key markets. Executives contend that expanding U.S. influence would elevate the group’s profile and underscore its capacity to participate in large-scale projects that shape infrastructure and transportation networks. The discussion continues, with stakeholders weighing the balance between tax considerations, regulatory clarity, and the strategic aim of securing a global listing that reflects the company’s true scale and ambitions across the North American region.