The general meeting of shareholders of Ferrovial has approved this Thursday the reverse merger operation of the company that will cause the change of headquarters from Spain to the Netherlands. It has done so between messages in defense of the freedom of establishment in the EU and without any of the shareholders who have intervened having been against the operation.
The president of Ferrovial, Rafael del Pino, has defended this Thursday the change of the company’s registered office to the Netherlands and has assured that it is part of the “natural development” of the group and that it is not done “for tax reasons”. He has also alluded to the “uncertainty” of the process to list in the United States from Spain.
“The operation is the best contribution to society,” he assured the shareholders who attended the Once auditorium on Thursday, on Paseo de La Habana in Madrid. The quorum has been high, 77.6% of the capital, given the interest aroused by item 10 on the agenda, in which the reverse merger for the change of headquarters was put to a vote.
“It is not done for tax reasons, but rather it is neutral. The fact that we are not pursuing any tax advantage allows the operation to qualify for the neutrality regime in mergers,” said the group’s president, alluding to the Government’s reluctance about this aspect.
Del Pino stated that “the merger is part of Ferrovial’s natural development and seeks to improve its ability to compete in order to promote its international growth.” “The internationalization of growth is our great bet to continue creating value”.
Apart from the improvement in international notoriety, the president of the company has also alluded to the difficulty of listing in the United States from Spain. “The action will enhance its interest and attractiveness for international investors, especially American ones,” he said. “It is a proven way to list in the United States in a short period of time. It is not easy to do it from Spain because the process and the execution period are uncertain.”
Ferrovial understands that the transfer will give it visibility because the Netherlands is “an important nerve center” and because of the possibility of making the leap to the United States from there. The Euronext operator facilitates simultaneous trading in Spain, the Netherlands and, when the time comes, the United States, which is the main objective, he indicates.
“Ferrovial is not leaving Spain. It will maintain activity, employment, investment, tax contribution and listing on the Spanish stock markets,” Del Pino stated in his speech. “Spain has always been our country and we will not give it up.”
The president has also ensured that the decision “is part of the freedom of establishment that nourishes the very essence of the European Union.” “The taxes that Ferrovial will pay after the operation will be very similar,” he stated.
Ferrovial maintains that the change of headquarters will give it an international presence, better financial conditions, greater notoriety and a springboard to list in the United States. He assures that he will maintain investments and employment in Spain.
Of the 856 million euros invested last year by the company, indicated Del Pino, more than 60% has gone to the United States, where “the main projects” are also being developed. The company has committed to investing more than $1 billion in the new terminal at New York’s JFK airport.
Representatives of minority investor associations have also participated during the meeting. One of them, from the World Federation of Investors, has expressed his “concern over the attacks on Ferrovial for exercising a right enshrined in the Treaty on European Union, which is the freedom of establishment that guarantees the mobility of companies”. The “attacks by the Spanish authorities” are “excessive, inappropriate and on the verge of illegality”, he has indicated.
The representative of the Better Finance committee, which brings together forty associations at European level of minority shareholders, recalled “the fundamental principles of the EU, which includes the freedom of establishment”. “Decisions should never be made in political instances,” he said.
Another shareholder, Jesús Neila Fernández, has expressed concern with “the use of Spanish in the future by the company”, including the possibility of listening to meetings through simultaneous translation.
“We will maintain a free telephone number for shareholders,” Del Pino replied, before informing that future shareholders’ meetings will be held in English, although management will try to enable a simultaneous translation channel.
ValentÃn de Torres, who has 200 shares and who says he represents “only himself”, has defended “the successes in the management of Ferrovial in its origins and, in particular, in the current stage”. “It is patriotic to ensure the improvement of the competitiveness of Spanish companies, and also lay the foundations to maintain the dividend,” he said.
