Ferrovial has issued new statements about relocating its headquarters to the Netherlands. In a Privileged Information filing to the National Securities Market Commission, the infrastructure group highlighted the Netherlands as a country with a top-tier credit rating, a favorable business climate, a reliable legal system, and a strong corporate governance framework.
The Ibex-35 company sought to reassure its employees. It clarified that adopting new working measures is not a consequence of institutional changes. The document opens the possibility for some Ferrovial staff to voluntarily relocate to the Netherlands or to transfer and become employees of other Ferrovial Group subsidiaries in Spain.
While Ferrovial has not yet addressed potential tax changes, the filing reveals for the first time the motivations behind the move, simply indicating that the merger will proceed under a special tax neutrality regime. The government and the Ministry of Economy discussed the potential tax savings as a major driver for the change. The 92-page filing does not elaborate further on tax implications. [Citation: El Periódico de España]
An international player of European origin
Ferrovial states that it is an international company that conducts most of its business outside of Spain and maintains a substantial international shareholder base. Year-end 2022 data show 82% of Ferrovial’s revenue coming from outside Spain, while 90% of its equity value lies in assets based outside Spain.
It is not alone in this strategic shift. The Netherlands has attracted many comparable companies and has a strong presence across Europe and North America. The company believes the relocation could enhance its brand reputation globally and improve access to its investor base, positioning Ferrovial for broader international engagement.
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Financing costs and future listing
Led by Rafael del Pino, Ferrovial argues that the Netherlands’ financial soundness and stability are among the strongest features of its economy, potentially reducing financing cost volatility due to a steadier country risk profile compared with other European nations. The timing is linked to a broader reduction in central bank balance sheets.
Ferrovial views a future US listing as a strategic goal and believes being a Dutch company could ease this path. A notable avenue is American Depositary Receipts (ADRs), which facilitate North American listings. Ferrovial already holds ADRs, as reported by El Periódico de España, but these ADRs are not eligible for US stock indices, which is a key consideration in pursuing improved listing conditions. [Citation: El Periódico de España]
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In the filing, Ferrovial notes that its shares will not be traded on Spanish stock markets at the time of the merger or shortly thereafter. Company sources clarify this does not mean a complete cessation of quotes in Spain; instead, Ferrovial SA will pause trading while Ferrovial International SE continues. [Citation: Regulatory Filings]
Expand your business in the United States
In the coming years, Ferrovial plans to concentrate more of its activity in North America. The company states that 92% of investments planned for 2023–2027 are tied to this geography. Major growth projects include a new Terminal 1 at John F. Kennedy International Airport, the I-66 corridor in Virginia, and the North Tarrant Express 35W 3C project in Texas. These initiatives underline a shift toward a broader North American footprint.
Important dates of the operation
The board of directors approved the merger on February 28. The decision was to be filed with the Trade Registry within five days and published in the Official Gazette. This begins the creditor objection period in the Netherlands. A general assembly call is expected to be issued next, with the meeting likely in April. After the assembly, the merger announcement would appear in the Official Gazette of the Trade Registry, and Spain’s one-month creditor opposition period would commence.
The document outlines the governance steps ahead and the sequence of regulatory notifications, reflecting a carefully timed transition across multiple jurisdictions. [Citation: Corporate Filings]