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Siemens and Alstom have signed a Business Combination Agreement

Siemens and Alstom have entered into a Business Combination Agreement (BCA) regarding the proposed combination of Siemens’ mobility business, including its rail traction drive business, with Alstom.

This BCA follows the Memorandum of Understanding signed on 26 September 2017 and details the terms and conditions agreed upon by the two companies.

“With the signing of the BCA, we have reached an important milestone on the way to building a new leader capable of tackling the challenges of tomorrow’s mobility. Both companies are working diligently and in a very good spirit to progress towards closing,” said Henri Poupart-Lafarge, Chairman and CEO of Alstom.

Both Alstom and Siemens also announced the proposed leadership for the future Board of Directors of Siemens Alstom. Siemens is proposing the nomination of Roland Busch, Member of the Managing Board of Siemens AG, to serve as Chairman of the combined entity’s Board of Directors. This role would be in addition to his current duties at Siemens AG.
“Roland Busch is the best person we could nominate for this important task,” said Joe Kaeser, President and CEO of Siemens AG. “Not only is he an expert in global mobility of many years standing, as a Member of the Atos Board of Directors, he has also gained valuable experience in the integration and management of German-French industrial collaborations.”

Yann Delabriere, currently Lead Director of Alstom’s Board would be appointed as Vice-Chairman of the Board of Directors as Independent Director. It follows the announcement made on 26 September 2017 that Henri Poupart-Lafarge will continue as CEO of the combined company and a Member of the Board of Directors.

“Yann Delabriere’s nomination as Vice-Chairman recognises his expertise and achievements as Lead Director of Alstom. His presence will ensure continuity and bring to the new group his extensive industrial and financial experiences,” added Henri.

These nominations are all subject to the approval of Alstom shareholders as well as completion of the deal itself.

The combined company’s Board of Directors will consist of 11 members, six of whom – including the Chairman – are to be appointed by Siemens. Four independent members and the CEO will complete the Board.

Closing is expected at the end of calendar year 2018 and the transaction is subject to the approval of Alstom shareholders at the company’s Shareholders’ Meeting, planned for July 2018. The transaction also needs to be approved by relevant regulatory authorities, including foreign investment clearance by the French Ministry for the Economy and Finance, and approval by anti-trust authorities. The French capital market authority (AMF) must also confirm that no mandatory takeover offer has to be launched by Siemens following completion of the contribution.

Siemens has already initiated the internal carve-out process to prepare for the combination with Alstom. As part of this transaction, Siemens will receive newly issued shares in the combined company, representing 50 per cent of the share capital of Alstom.

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