Madrid, February 28, 2023, 17:43. Ferrovial releases inside information to the CNMV about a joint plan to merge Ferrovial, S.A. (to be absorbed) with its wholly owned Dutch subsidiary Ferrovial International SE (FISE, absorber). FISE will seek admission for its shares in Amsterdam, Madrid, and the United States. The largest construction and infrastructure company in the country was about to undergo a dramatic change, no longer a Spanish-listed firm. A storm was unleashed.
Soon after, digital front pages changed and the next day’s newspaper was redesigned. It was the day’s big story. The paper headlined that the move aimed to relocate the headquarters from Spain to boost international business and list on Wall Street. At that moment, many questions arose: why move now? Does Ferrovial want to escape Spanish taxation? Will taxes be saved? Does the government’s role come into question? The regulator note included other points. It stated that the Netherlands offered a stable legal framework, raising the question of whether Spain did too.
Hours after the announcement, the situation became chaotic: unanswered calls that led to a public clash between the government and Ferrovial’s leadership, led by Rafael del Pino, chairman and the country’s third-richest person after Amancio Ortega and his daughter.
Un plan que no era nuevo
Although to many the move came as a surprise, it had been on Ferrovial’s agenda for years, even before 2016. That year, the British held a referendum on the United Kingdom’s membership in the European Union, the result of which was known. Had that vote gone the other way, Ferrovial’s relocation would likely have been to the United Kingdom rather than the Netherlands.
Originally, the group was established as Ferrovial International SE (European Company) in the United Kingdom in 2015, with that entity serving as the parent. At that time Britain contributed the largest share of revenue, around 36%. After Brexit in 2019, the entity moved its headquarters from Oxford to Amsterdam.
The move had been a frequent topic of conversation within the board. Independent directors viewed listing on other markets as beneficial, particularly in the United States, but Rafael del Pino himself opposed it. It was almost approved a year earlier, but the president did not authorize it, resisting the loss of what some called its Spanish identity.
Thirty minutes of missed calls
Ferrovial’s relocation from Spain was handled with absolute secrecy. Even the Del Pino family did not learn of the news until it appeared in the media. Some sources even suggest that Ignacio Del Pino, the president’s son and heir, was unaware and only learned of the move upon landing from a flight.
The move was approved at the same day’s board meeting, convened to review 2022 results. The decision was deliberate. After publishing annual figures, Ferrovial planned an ordinary shareholders’ meeting where the move would also be voted on. The company wanted to avoid framing it in an extraordinary meeting that could be read as a referendum on Spain.
The board finished its meeting in the late afternoon, after which documentation was sent to the CNMV for publication. Del Pino had a few golden minutes to brief key figures across the country, not all of whom were contacted that day.
The government relationship
Among those contacted were several government ministers, led by Pedro Sánchez, with Nadia Calviño and María Jesús Montero in key roles. No one from the government answered the president’s call that day. The relationship between Ibex-35 leaders and the executive did not look smooth, as publicly shown in Davos meetings.
The first to return a call was Raquel Sánchez, then minister of Transport and now head of Paradores. She suggested a physical meeting the next day at the ministry’s Madrid headquarters. No other minister responded that day.
The following day, Calviño and Montero did reconnect with Del Pino. The finance minister grasped the potential tax impact of Ferrovial’s move for Spanish public finances. It was not seen as decisive given Ferrovial’s size and the tax magnitude, but it mattered.
The president did not call back the prime minister, a sign of the tense relationship between the executive and the Ibex-35 leaders. The president was abroad soon after, visibly frustrated during a trip to Ireland, Denmark, and Finland, as reporters and aides watched.
One year later
One justification repeatedly advanced by the government, under CNMV’s umbrella, was that Ferrovial did not need to leave Spain to list in the United States. Ferrovial’s side contended that the path to a New York listing would be smoother if the company were Dutch-based.
Almost a year later, a transparency request corroborated Ferrovial’s position: listing in New York could be easier as a Dutch entity, because there were precedents of direct-listing cases among Dutch and other European companies.
This relief, combined with stock performance, helped. Before the big announcement, Ferrovial traded a little above 25 euros per share. A year later, they exceeded 34 euros, hitting all-time highs seen before the pandemic. The gain exceeded 35% for shareholders and investors who backed the board’s decision.
In due course, Ferrovial began trading on the Amsterdam Stock Exchange, where trading volume is modest, and it is expected to list on Wall Street in the coming weeks, a prospect the company has always anticipated.
Citations
This article uses marked citations to share context and attribution for the information presented, reflecting a standards-based approach to reporting on corporate moves and regulatory responses. The narrative draws on official statements and public records, maintaining a clear distinction between reported facts and interpretation. The aim is to present a balanced view of corporate strategy, governance, and its impact on markets and policy speakers.