Ferrovial’s shareholders yesterday voted 93.3% in favour of the board’s plan to conduct a “cross-border reverse merger” that will see its registered office move from Spain to the Netherlands.
In its bid to “internationalise”, the group’s current parent company, Ferrovial SA, will be absorbed by its subsidiary, Ferrovial International SE.
Its shares will be listed simultaneously in Spain (Madrid, Barcelona, Bilbao, and Valencia) and the Netherlands (Euronext Amsterdam).
It will then apply for listing in the US, a main aim of the move.
That would “increase the stock’s liquidity and make it more attractive to international investors,” said Ferrovial chairman, Rafael del Pino.
He said the manoeuvre was “one that has already been adopted by numerous European companies to achieve a listing in the United States in a short period of time”.
Spain’s Banco de Sabadell has estimated that the move could save the company up to €40m a year in taxes, but del Pino said the company’s tax position would remain unchanged.
“The taxes that Ferrovial will pay after the transaction will be very similar to those it is paying before the transaction,” he said, adding: “Ferrovial will continue to pay taxes in Spain as it has done since its foundation.”
The plan has angered the Spanish government, who cast the decision as abandoning the country that provided a century of publicly-funded road and rail work.
But del Pino denied that as well.
“Ferrovial is not leaving Spain,” he said. “It will maintain its activity, employment, investments, tax contribution and listing on the Spanish stock exchanges. Spain has always been our home, and we do not renounce it.”
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