Spain Considers Dual Listing Path for Ferrovial Amid Takeover Debate

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On a Thursday the 13th, just three days before a Ferrovial shareholders meeting where the board would decide on the takeover proposal, a development emerged from the Iberian press. El País, with confirmation from El Periódico, reported that the Ministry of Economy sent a formal letter to the Spanish multinational led by Rafael del Pino. The document questioned whether the decision had any genuine economic justification and suggested that it carried implications for the group’s future in the stock markets.

The letter seen by El País was addressed to the Ferrovial CEO, Ignacio Madridejos, and came from the counterpart responsible for economic policy. It outlined an analytical view that differed from the company’s own position. The report notes that neither the Spanish stock exchanges and markets supervisor nor the national securities regulator concluded that relocating the corporate headquarters was a prerequisite for listing the company directly on the New York Stock Exchange. The letter itself framed its purpose as a means to provide the General Assembly with an overview of the options and potential risks involved in such a move.

double listing

Several departmental sources, led by high officials, explained that the letter sought to underscore the absence of obstacles to a dual listing in both Spain and the United States. They stressed that there are no legal, regulatory, supervisory, or operational barriers to a listing on two markets. Through this correspondence, the Economy Ministry and other institutions signaled their intention to inform Ferrovial and other firms that might consider similar paths about the New York market opportunity. The message conveyed is one of support from the Spanish authorities to facilitate access to these markets and to promote the idea of dual listings as a viable option for Spanish companies seeking broader exposure.

Officials reiterated that both the Ministry and the CNMV and BME are prepared to support Spanish firms in pursuing access to these markets through appropriate actions. The letter also notes that institutions are exploring pathways to assist a Spanish company in pursuing a dual listing. In the communication, a senior official reaffirmed that a Spanish company from the country is already mature enough to consider such a listing on multiple markets.

The economy, for the moment, does not address the potential consequences of dismissing the existence of an economic motive for relocating a headquarters. The letter presents its arguments and offers cooperation to prevent a departure. Nevertheless, if the administration were to determine the underlying economic motivations, a tax rationale could emerge as a factor. Such a tax motive, should it be identified, might carry consequences for the company if it loses certain tax advantages tied to a merger regime under corporate tax rules.

In summary, the document portrays dual listing as a feasible path and emphasizes the alignment of Spanish institutions with providing information and support. It cautions that any strategic decision would hinge on sound economic reasoning and regulatory clarity, while keeping open the possibility of engaging with the relevant agencies to explore all options. The exchange of views reflects a broader objective: to encourage dialogue between government bodies and Spanish enterprises about the benefits and risks of listing in more than one major market.

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