The reverse merger project for the transfer of the Ferrovial headquarters from Spain to the Netherlands has successfully passed the second of its litmus tests in front of the shareholders, with which it now has a clear path to be completed before the end of the anus.
Ferrovial reported yesterday that no shareholder has exercised their right of separation, in which the company agrees to buy the titles from investors who are dissatisfied with the project. "We are not aware that anyone has exercised it," the company indicated a few hours after the deadline to exercise this right expired. Officially, it is necessary to wait four days for the custodian banks to corroborate the information, but Ferrovial's message is a guaranteed success. Nor have there been disaffected creditors.
The move plan already surpassed with a great majority and an ovation its passage through the general meeting of shareholders in mid-April. Only 4.45% of the shareholders voted against and of that percentage the vast majority corresponds to the 4.15% held by Leopoldo del Pino, brother of the president, Rafael del Pino, and opposed to the operation.
After the meeting, the second stumbling block was the right of withdrawal, which can only be used by shareholders who have voted against. Ferrovial set a purchase price of 26 euros and warned that if it were forced to dedicate more than 500 million euros to compensate dissatisfied shareholders, equivalent to 2.56% of the capital, it would renounce the change of headquarters.
This has not been the case because Leopoldo del Pino, as expected, has refused to sell the shares of the company founded by his father. The surprise has been that there has not been, in the absence of official confirmation, any shareholder who has decided to separate.
Ferrovial's current listing price is 29.48 euros, that is, 13% above the 26 euros of the separation right. This means that if a shareholder had exercised the right of exit, he would have made less money than he would by selling the shares on the market. It would have been a bad deal.
Reinforced by the shareholders, Rafael del Pino's project advances without deviating one iota from the planned schedule. The merger will become effective in July and in the third quarter of the year the shares of the Dutch parent company will begin to be listed on the Amsterdam stock exchange through Euronext, as well as in Madrid.
The last step will be taken at the end of the year, with the launch on the New York Stock Exchange, which is one of the reasons given by Ferrovial for moving to the Netherlands. Access to financing, he indicates, is greater in the United States, where the group also has the market with the greatest growth potential.
The only unknown now is the tax treatment of the operation, which could be burdensome for Ferrovial if the Treasury does not recognize the tax neutrality regime to which the company wishes to benefit.
The Secretary of State for the Economy, Gonzalo García Andrés, sent a letter to the company shortly before the meeting in which he warned that the neutrality regime could be rendered ineffective if "the economic reasons are not valid." That would imply paying 25% for the capital gains derived from the greater value of the assets once they are appraised again. The company has insisted that its motivation is not fiscal and that the freedom of establishment enshrined in European regulation.
