Ferrovial has issued a response to the government, stating that the financial reasons behind its social transfer to the Netherlands are clear, well established, and do not create tax advantages or disadvantages for the company or its shareholders. The move will be decided at the shareholders’ meeting scheduled for this Thursday.
The railway sector and other observers may interpret the shift differently. Gonzalo García Andrés questions the economic motive proposed by the group, arguing that regulatory hurdles and other factors render the transfer to the Netherlands a necessary precursor to listing common shares in the United States, rather than solely a strategic reorganization.
Ferrovial’s outbound communications director, Francisco Polo, reiterated in a statement to Onda Cero that the transfer will have a neutral tax impact and is a safe, proven path that has been followed by other European companies in similar circumstances.
“The economic reasons behind Ferrovial’s decision are well understood,” he said, pointing to analyses by three major proxy advisory firms. ISS, Glass Lewis, and CorpOrance conducted extensive reviews and arrived at a common conclusion: voting in favor of the proposal is advisable because of the solid economic rationale behind it.
Ferrovial argues that the move will strengthen its ability to compete in international markets, increase liquidity for its shares, raise overall market capitalization, and improve visibility and financing terms with global investors. “These are the obvious reasons for us,” he added.
When asked about potential tax benefits or exemptions connected to hidden capital gains arising from the transaction, Ferrovial clarified that there is no need to verify such exemptions, and there are no tax advantages or drawbacks for the company or its shareholders.
The group, led by Rafael del Pino, contends that the transfer will benefit the Spanish community by strengthening competitiveness against large infrastructure groups on more favorable terms. It argues the move will streamline the impact on the small and medium-sized enterprises involved in its projects, protect employment for about 5,500 people, sustain ongoing activity and investment, and position the group for future inclusion on the Ibex 35 index.
Ferrovial also reaffirmed its commitment to remaining active in Spain. The company’s management team for ongoing projects will stay in Spain, and the pool of engineers, geologists, and other professionals involved in construction and concessions will continue to be drawn from the Spanish talent pool.
“Ferrovial is not leaving Spain,” the company spokesperson emphasized.
Government insists on alternative
In a letter to Ignacio Madridejos, Ferrovial’s chief executive, the government requested a briefing at the meeting and stressed that shareholders and the company should be aware of an alternative route to the social transfer that could achieve the strategic objective of listing in the United States.
The Minister of State for the Economy, speaking to Onda Cero, noted that the government, along with CNMV and BME, is prepared to support an alternative path that could accompany Ferrovial on its listing journey in the US.
In a Monday letter, the government asserted that such a crucial decision should be made with full understanding of the implications. It argued that there is no economic justification for treating the listing process in the United States, with common shares from Spain, any differently than similar processes in other European jurisdictions.
Given that the applicable tax regime would depend on the chosen path, the presence or absence of a clear economic motivation remains a key consideration for the decision.