International presence, better financial conditions, greater notoriety and a springboard for the United States. These four reasons are those that Ferrovial alleges in the 92-page document in which it details the reverse merger operation with which it will transfer its headquarters from Spain to the Netherlands. At no point does he allude to fiscal aspects and, unlike his communication yesterday, when he uses the expression "roots" it is not accompanied by the adjective "Spanish", but rather uses the word "European".
The first reason is the international projection. The Netherlands, the document indicates, is the ideal enclave to become "an international player with European roots." 82% of its income comes from abroad and more than 90% of the shareholders also, and the group already manages its international business through the Dutch subsidiary FISE, which will be precisely the one that absorbs the Spanish parent company to replace it.
"The Netherlands has been the destination of choice for many companies comparable to Ferrovial, active worldwide and with a strong presence in Europe and North America," he says. "With the conversion of FISE, the current head of the international business, into its new parent company, the Ferrovial Group takes another step in its strategy as an international player aware of its European roots," he added.
The second reason is the financing conditions, which is the one that can hurt the most political sensitivities, since Ferrovial comes to say that the Netherlands has had a better business and economic climate than Spain for decades. "It's about an AAA-rated jurisdiction, a favorable business and investor environment, a trustworthy legal system and a strong corporate governance framework," he says.
This environment is the one that, from his point of view, seeks "an improvement in financing conditions" and, with it, a more bearable debt. "The Netherlands has, and has had for decades, the best credit ratings supported by low debt-to-GDP levels and historically prudent budgetary policy," he says. "The financial strength and stability of the country are two great strengths of the Dutch economy."
Ferrovial understands that this will benefit it because "companies based in the Netherlands have benefited from lower volatility in their financing costs thanks to a more stable country risk premium." "By relocating its parent company to the Netherlands, the Ferrovial Group seeks to improve its financing conditions, particularly at a time when central bank balance sheets are shrinking."
The third argument is that of "notoriety". "The Netherlands is a major hub where many multinational companies with ties across the continent come together" and "Ferrovial anticipates that a greater presence in the country will give it access to an even greater pool of international talent." Increased "brand awareness" will allow you to access "a broader investor base."
The fourth and last reason is the status of the Netherlands as the "optimal platform for listing in the United States". The Euronext operator facilitates simultaneous trading in Spain, the Netherlands and, when the time comes, the United States, which is the main objective.
"On the contrary, the shares of a Spanish company listed in Spain can only be traded in the United States through American Depositary Receipts or other indirect formulas, and American Depositary Receipts are not eligible to access US stock indices," it points out. . Listing in the United States is "strategic" because its business has North America as its main region, and the forecast is that this trend will continue to strengthen.
92% of the investments planned by Ferrovial until 2027 will go to North America, with flagship projects such as the new Terminal One at JFK airport in New York, the I-66 highway in Virginia and the North Tarrant Express 35W 3C highway in Texas. The Netherlands, he indicates, will allow it to make the leap to listing in the United States, where it will gain brand and access to investors.
In the document, Ferrovial also reports that the Dutch subsidiary has hired an independent expert, Flynth Audit B.V., to issue the appropriate statements related to aspects of the Dutch civil code.
Flynth presents itself on its website precisely as a firm specialized in transferring companies to the Netherlands. He advertises his services with special emphasis on the most favorable tax environment, although he also talks about the good level of English of the Dutch, the high educational standards of the population and their technological infrastructures.
Ferrovial does not indicate where it will install the headquarters, but it does give ideas. According to him, the general meetings of the future parent company of the group, which is where the company is usually domiciled, will be held in the chosen municipality or, failing that, in four possible places: "The Hague, Haarlemmermeer (Schiphol Airport), Rotterdam or Utrecht".
About the calendar, he does not give precise details. The company's intention is to complete the process this year, but without closed dates. As a first step, you need to call a general meeting of shareholders to vote on the plan.
