Ferrovial has reached a new milestone in its plan to change headquarters related to its creditors in the Netherlands and today began what is presented as the last major test to complete the process, that of the right of withdrawal of shareholders who are dissatisfied with the operation , for which it has hired the Santander bank.
According to the information published today by the company in the Mercantile Registry, on April 3 the right of opposition of the creditors of the Dutch subsidiary FISE, which is the one that will end up absorbing the Spanish parent company, ended. The term has expired without any creditor having exercised their right, with which the process continues its march.
Ferrovial also informs that from today and for one month the shareholders of the Spanish company who do not agree with the change of headquarters may exercise the right of separation. They will have the right to be paid 26 euros per share, which is the average listing price in the three months prior to the announcement of the operation. The shares are trading today at 27.5 euros, above this price, so there is no financial incentive to exit.
This right is reserved to the shareholders who voted against the transfer of headquarters, equivalent to 4.45% of the capital. If more than 3.56% decided to exercise the right of separation, the company would be forced to pay more than 500 million euros and, as announced, would renounce the transfer of headquarters.
Of this 4.45%, most corresponds to Leopoldo del Pino, brother of the president of the company. He has 4.15% of the company and has been against the project to change the headquarters, so it could derail it if he said to exercise the right of separation. His participation is valued at 820 million euros.
To exercise this right, shareholders must send a written communication to the agents with whom they have deposited their shares in which they ask them to immobilize them. In this way, they cannot be exchanged for those of the Dutch subsidiary.
Santander will be in charge of managing the entire process, which involves receiving the requests, comparing them with the minutes of the shareholders’ meeting, certifying the legitimacy of each shareholder and notifying Ferrovial of the final number of shares subject to separation.
The change of headquarters operation, consisting of a cross-border merger through which Ferrovial will be absorbed by its Dutch subsidiary FISE, was approved last week by the company’s general shareholders’ meeting.
