The combination will create a new wind power company with a 69GW global installed base, an order backlog of about €20bn, and revenue of €9.3bn.
Under the agreement, Siemens will merge its wind power business, including wind services, with Gamesa and take a 59% stake in the enlarged company.
Gamesa’s existing stockholders will receive a cash payment of €3.75 per share and will hold a combined 41% interest in the combined company.
Iberdrola, currently the largest investor in Gamesa, has entered into a shareholders’ agreement with Siemens and will hold about 8% in the combined company upon completion of the transaction.
In addition, France-based Areva has agreed to support the merger by waiving existing contractual restrictions in its offshore wind joint venture (JV) with Gamesa.
Areva will be granted a put option for its 50% interest and a call option for Gamesa’s own half in the JV, known as Adwen.
The French firm will also have an option to sell 100% of Adwen to a third party through a drag-along right for Gamesa’s shareholding.
Gamesa executive chairman and CEO Ignacio MartÃn said: "The merger with Siemens constitutes recognition for the work performed by the company in recent years and evidences our commitment to generating value in the long term by creating significant synergies and extending the horizon of our profitable growth.
Siemens president and CEO Joe Kaeser said: "The combination of our wind business with Gamesa follows a clear and compelling industrial logic in an attractive growth industry, in which scale is a key to making renewable energy more cost-effective.
"With this business combination, we can provide even greater opportunities to the customers and value to the shareholders of the new company. The combined business will fit right into our Siemens Vision 2020 and underlines our commitment to affordable, reliable and sustainable energy supply."
Image: Siemens and Gamesa to merge with wind power businesses. Photo: Courtesy of Siemens AG.
