Takeover of the Spanish parent company
In a strategic move approved by the shareholders, Ferrovial announced a planned relocation of its headquarters from Madrid to Amsterdam. A detailed program was established to execute the merger, with a clear timeline communicated to creditors and shareholders. The governing bodies set a one-month window for stakeholders to exercise their rights related to the merger, including opposition by creditors and the option for shareholders to exit the company. This process began with the publication of the merger agreement following the general assembly, anticipated to occur in the first half of the year. Official notices appeared in the Trade Registry and a widely circulated Madrid newspaper, with completion expected within the ensuing month. The merger was projected to take effect in the latter half of the year, and FISE shares were expected to begin trading on Euronext Amsterdam and the Spanish exchanges shortly after the final merger.
Minority shareholders who opposed the operation could seek reimbursement for their investment claims. If the total repayment demanded by these shareholders exceeded a threshold of 500 million euros, as determined by the board, the operation could be cancelled. While Ferrovial shares were valued at around 27 euros, those wishing to sell immediately would receive the price prevailing a month earlier. A redemption fee of 26.0075 euros per share applied to shareholders exercising their right to exit, reflecting the three-month weighted average trading price of Ferrovial shares up to the date just before the market learned of the merger. These figures were outlined in the merger documentation and supported by the board’s agreement.
Shareholders seeking to exit would have their titles immobilized during the completion of the exit rights process, meaning they could not be sold until the transaction finalizes. For non-resident shareholders without a taxable presence in Spain, dividends and gains realized from the shares of the resulting company could fall outside Spanish tax obligations, though local tax treatment would depend on the shareholder’s country of residence. In certain jurisdictions, including Turkey and the Netherlands, related tax implications for merger income or capital gains were anticipated and described in the official materials accompanying the merger.
If there are sufficient funds to compensate dissenting shareholders, the transaction could proceed. The Amsterdam-based group would assume Ferrovial’s assets, liabilities, and ongoing legal relationships, and Ferrovial’s shareholders would receive FISE shares on a one-to-one basis in exchange for their Ferrovial holdings. This would effectively integrate Ferrovial’s operations into FISE, with Ferrovial undergoing a formal dissolution as part of the process and FISE taking over the corporate responsibilities and obligations that followed Ferrovial’s business footprint.
FISE would seek admission of its shares to trading on both Euronext Amsterdam and the Spanish stock markets on the effective merger date, with the trading debut set for the moment immediately after the merger deed is executed in the Netherlands. Following this milestone, trading on certain other markets, including those in the United States, could be considered subject to applicable listings approvals. Ferrovial’s shares would cease trading on the Spanish markets as part of the transition to the new corporate structure.
From a fiscal perspective, the merger was designed to become effective at the moment of the merger itself. The board of directors of FISE would mirror the composition of Ferrovial’s current board, ensuring continuity in governance and strategic oversight as the new entity integrated under the FISE umbrella. The restructuring framework outlined in the merger documentation emphasized orderly integration, with mechanisms to address shareholder concerns and regulatory compliance across jurisdictions involved in the consolidation.
Overall, the plan encompassed a comprehensive transfer of assets, liabilities, and corporate commitments from Ferrovial to FISE, alongside a one-to-one exchange of shares for eligible Ferrovial shareholders. The process highlighted careful consideration of taxation, liquidity, and market readiness to ensure a seamless transition for stakeholders while aligning with the broader corporate strategy of the Amsterdam-based group and its international footprint. The timelines and conditions remained subject to regulatory approvals and customary conditions precedent as stipulated in the definitive merger agreement.
Notes: The information reflects the published merger framework and the anticipated sequencing of corporate actions, with final details subject to official filings and market disclosures. All descriptions of timelines, share prices, and tax implications are taken from the merger documentation and board resolutions as disclosed in the published materials associated with the merger process. [Citation: Merger filing and board resolutions; official market disclosures]