New steps have been achieved towards the completion of the proposed combination of Siemens’ mobility business, including its rail traction drive business, with Alstom.
In the context of the proposed combination, on 28 May, 2018, the Ministry for Economy and Finance has granted to Siemens its authorization under the decree relating to foreign investment in France. On 29 May 2018, the French financial markets authority (Autorité des Marchés Financiers, AMF) granted Siemens an unconditional exemption from the mandatory filing of a tender offer following the completion of the contribution of its mobility business, against newly issued shares in the combined company representing 50 percent of the share capital of Alstom on a fully diluted basis. These authorizations are key milestones in the proposed combination.
During its meeting of 30 May 2018, the Board of Directors of Alstom approved:
- The convening of the Ordinary and Extraordinary Shareholders’ Meeting and the draft resolutions to be submitted for approval, including draft resolutions relating to the proposed combination;
- The convening of the Special Meeting of holders of shares with double voting rights attached and the draft resolutions to be submitted for approval, for purposes of cancelling the double voting rights;
- The convening of the bondholders’ meetings (in connection with the re-contribution to Alstom Holdings) and the draft resolutions to be submitted for approval.
Alstom’s shareholders with double voting rights attached are invited to participate in the Special Meeting which will be held on Tuesday 17 July 2018 at 9:30 a.m. (CET)
Alstom’s shareholders are invited to participate in the Ordinary and Extraordinary Shareholders’ Meeting which will be held on Tuesday 17 July 2018 on first call, on at 2 p.m. (CET)
This communication does not constitute an offer to purchase, sell or exchange, or the solicitation of an offer to purchase, sell or exchange, any securities. The shares of Alstom may not be offered or sold in the United States of America except pursuant to an effective registration statement or pursuant to a valid exemption from registration under the U.S. Securities Act of 1933, as amended.
This announcement includes statements related to future business and financial performance and future events or developments involving Siemens and Alstom that may constitute forward-looking statements, including but not limited to statements relating to Alstom’s and Siemens’s beliefs and expectations regarding the proposed combination of the Combined Business, benefits that would be afforded to customers, benefits to the Combined Business that are expected to be obtained as a result of the proposed combination and the relevant parties’ ability to enhance shareholder value through, among other things, the delivery of cost savings and expected synergies. These statements are based on certain assumptions and reflect Alstom's and Siemens' current expectations. Any forward-looking statements made by or on behalf of Alstom or Siemens speak only as of the date they are made. Alstom and Siemens each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
These forward-looking statements may be identified by words such as “expect,” “look forward to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in materials delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and assumptions of Alstom’s and Siemens’s respective management teams, and depend on numerous factors that are beyond Alstom’s or Siemens’s control. These forward-looking statements are subject to a number of risks, uncertainties and factors, including but not limited to: the failure of Alstom’s shareholders to approve the proposed combination; the effect of regulatory conditions, if any, imposed by regulatory authorities; the reaction of Alstom’s and Siemens’s customers, employees and suppliers to the proposed combination; the ability to promptly and effectively integrate the businesses of Alstom and Siemens; the diversion of management time on merger-related issues; and those risks described in disclosures that have been made or will be made with regulatory authorities such as the French Autorité des marchés financiers (the “AMF”) and in particular in the chapter titled Risk Factors and Risks of the respective Annual Reports of Alstom and Siemens. Should one or more of these risks or uncertainties materialize, or should underlying expectations or assumptions prove to be incorrect, the actual results, performance, financial condition and prospects of Alstom or Siemens may vary materially from those expressed or implied in the relevant forward-looking statements. Neither Alstom nor Siemens intends, nor assumes any obligation, to update or revise these forward-looking statements in light of subsequent developments, new information or circumstances that differ from those currently anticipated. There can be no assurance that the proposed combination will be consummated or that the anticipated benefits will be realised. The proposed combination is subject to various regulatory approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met.
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
In connection with the proposed transaction, Alstom intends to file with the AMF, the required documentation related to the proposed transaction and other relevant documents in connection with the listing of its shares to be issued against the contribution by Siemens of its mobility business. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE AMF, INCLUDING THE PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free of charge a copy of the documentation related to the proposed transaction as well as other documents filed with the authorities (when they are available) at the AMF’s website, www.amf-france.org. Those documents, when filed, may also be obtained free of charge from Alstom’s website at www.alstom.com or by contacting Alstom’s Investor Relations team at email@example.com.