railway It is holding its Shareholders Meeting from 12:30 this morning. a decisive measure that will predictably approve the relocation of the partners’ headquarters to the Netherlands, sparking a real political, business and media backlash. But the party doesn’t end with the board vote tomorrow. The game has overtime. Here are the keys to one of the most famous business operations in Spain.
What is Voted on at the Shareholders Meeting?
Shareholders will vote at 12:30 on Thursday to move the company headquarters from Spain to the Netherlands based on the Board of Directors recommendation. The company cites economic justifications. The plan envisions Ferrovial listed on Wall Street in the United States as a direct outcome, a goal described by the CEO as a well known option. With 80 percent of Ferrovial’s business already outside Spain and 92 percent of investments through 2027 directed to the United States, leadership anticipates that the U.S. market may see intensified activity in the years ahead.
Ferrovial replies to the Government that the economic reasons are out of reach and well known
With this path, a listing in New York would reinforce the company’s brand, ease potential regional transactions, and broaden the investor base. Ferrovial already has exposure to the U.S. through ADRs, but executives argue that this format does not fully capture the company’s value.
Beyond this rationale, the move to the Netherlands offers additional advantages: the country carries a triple A credit rating higher than Spain’s, a favorable climate for business and investment, and a trusted legal framework. These factors could translate into lower debt issuance costs.
Tension with the government
On February 28 Ferrovial announced its plan to relocate the headquarters, a decision the government criticized. The recent climate—shaped by executive and business tensions—prompted the company to acknowledge the need to address the matter more comprehensively. The firm noted that it had not provided sufficient lead time to explain the decision to the Government ahead of time. One argument is that a stronger Netherlands legal framework provides greater security than Spain currently offers.
The government quickly opposed the relocation, suggesting that the Del Pino family, owning about one third of the capital, would gain tax advantages. Experts view attempts to exploit legal loopholes as unlikely to succeed in this context.
Economy minister Gonzalo García warned the situation in unusual terms, signaling to the Tax Office that the state would scrutinize the move. The tax authority could limit benefits from a tax neutrality regime if the stated motives are deemed uneconomical. In short, Ferrovial could face a significant tax bill if the economic justification is not validated.
Does the game go into overtime?
Timing matters. The vote appears likely to lean in favor of relocation among the board majority. Rafael del Pino, the company’s president, holds a large stake and is expected to vote in support. Other key investors like his sister, several large funds, and international pension funds have shown substantial interest in backing the move. Calpers, Calstrs, CPPIB, and Calvert Investments have indicated support, joining Norges Bank which recently adjusted its stance to support the plan after initially opposing it. The financial calculus remains delicate and fluid.
On the opposite side, Leopoldo Del Pino remains a margin of dissent. The firm has built a cross border merger plan conditioning payouts to dissenting shareholders up to a cap. This approach has been described as a way to balance investor interests with corporate strategy. A number of shareholders could still pursue remedies in the wake of the meeting, depending on the exact terms of the agreement.
Leopoldo Del Pino does not appear inclined to pursue repayment at this time. Norway’s recent reversal reduces obstacles for others to consider similar paths, making dissent harder to sustain for those contemplating a pushback.
Shareholders who voted against would have a month to request repayment of their shares following the transaction announcement in the Official Trade Registry Gazette. The process could affect the deal if the amount requested is substantial enough to threaten the plan.
What will happen the day after the Shareholders Meeting?
If the General Assembly approves the deal, a one month window opens for those who did not vote or voted against to seek repayment. Should the repayment demand exceed a set threshold, the operation could be cancelled. If the merger proceeds, Ferrovial would acquire the parent company of its Dutch subsidiary in a restructuring that places FISE at the center of the group. Ferrovial would issue FISE shares to its own shareholders on a one-to-one basis, effectively reorganizing the corporate structure without liquidation.
FISE would apply to list its shares on Euronext Amsterdam and Spanish markets on the merger effective date. The merger deed would be executed in the Netherlands, followed by entries on the United States exchanges. Ferrovial shares would no longer trade on Spanish exchanges after the merger closes.
From a tax perspective, the merger reality would take effect at the moment of the merger. FISE’s board would mirror Ferrovial’s current board composition.
What role does the Treasury play in the Ferrovial case?
Ferrovial emphasizes strong economic reasons for the headquarters change and cites the potential benefits of a merger tax regime. The regime allows deferral of taxes on profits earned during the process. If headquarters relocation proceeds via a merger by absorption, the Tax Office will verify the underlying economic rationale to justify the move.
So-called expert commentary notes that such reviews can be lengthy, potentially spanning one to two years. If no valid economic reasons are identified, the tax advantages of the merger could be withdrawn, and Ferrovial might be required to repay any applicable tax benefits. This regulatory framework typically carries high potential liabilities for the company.