CNMV gives green light to Siemens Gamesa's takeover bid for wind turbine manufacturer Siemens Gamesa by Siemens Energy

November 22, 2022 :

Siemens Energy announced a voluntary cash tender offer (Tender Offer) for all the shares of Siemens Gamesa Renewable Energy (SGRE) that it does not already own, i.e. approximately 32.93 % of

the shares.

Thus, it will offer 18.05 euros per share, representing a premium of 27.7 % over the last unaffected closing price of 14.13 euros per share on May 17, 2022. At current market prices, 100 % of Siemens Gamesa would be valued at just over 11,279 million euros, so an offer for 32.93 % would exceed 4,048 million euros.

In the transaction, Uría Menéndez, with a team led by partner Javier Redonet, assisted Siemens Gamesa Renewable Energy.

The acquisition financing is underwritten by Bank of America and J.P. Morgan and, assuming the offer is accepted in full, Siemens Energy intends to finance up to E2.5 billion of the transaction value with equity or similar instruments, while the remaining amount of the transaction would be financed with debt and available cash.

In the statement, the company emphasized that the transaction will support management's efforts to resolve SGRE's current challenges, helping to implement the necessary measures to stabilize the business and bring out its full potential. "In particular, SGRE will benefit from Siemens Energy's increased involvement in day-to-day operations and its transformational expertise, especially in areas such as production, supply chain, and project and customer management."

For Siemens Energy CEO Christian Bruch, the integration of Siemens Gamesa represents an "important" step in its strategic roadmap with the goal of leading the energy transition.

Siemens Gamesa was born in 2017 as a result of the merger of Gamesa with Siemens' wind power division. At that time, the National Securities Market Commission (CNMV) exempted the German group from filing a takeover bid due to the industrial project objective of the operation.

In 2020, the German multinational raised its stake to 67 % after buying Iberdrola's 8 % in the capital for almost 1.1 billion euros, at a price of 20 euros per share.

Two of Siemens Gamesa's main headquarters are in Zamudio and Sarriguren, and it also has plants in Asteasu, Mungia and Arazuri. In total, it has almost 3,000 workers in Hego Euskal Herria.

Legal advisors

Counsel to Siemens Gamesa Renewable Energy, S.A.:

• Uría Menéndez: Partner Javier Redonet. Senior Associate Martín Jordano. Associate Gorka Atutxa.