Siemens Energy Global GmbH & Co. KG made an offer to acquire remaining 32.9% stake in Siemens Gamesa Renewable Energy, S.A. (BME:SGRE) from BlackRock, Inc. (NYSE:BLK), Norges Bank, BPCE SA, Millennium Group Management LLC and other shareholders for €4 billion on May 21, 2022. As per the transaction, Siemens Energy Global GmbH & Co. KG will pay €18.05 per share. Siemens Energy intends to finance up to €2.5 billion of the transaction value with equity or equity like instruments. The remainder of the transaction would be financed with debt as well as cash on hand. The financing of the acquisition is fully underwritten by Bank of America and Jp Morgan. The transaction is subject to approval of CNMV of Spain. As of November 7, 2022, the transaction has been approved by National Securities Market Commission. As of November 17, 2022, Board Of Directors of Siemens Gamesa unanimously voted in favor of the tender offer. Siemens Energy Global will have a right to exercise squeeze out upon reaching a minimum shareholding of 96.71% in Siemens Gamesa. A delegated executive committee, an audit, compliance and related party transactions committee and an appointments and remunerations committee have been set up within the board of directors of Siemens Gamesa. The transaction is expected to close in the second half of 2022. As of November 8, 2022, the offer period is expected to end on December 13, 2022. As of December 8, 2022, Minority shareholder will appeal Siemens Gamesa takeover bid for not considering the offer price fair. The transaction is expected to generate annual cost synergies of up to €300 million within three years after full integration. Siemens Energy also expects revenue synergies in the mid three-digit million-euro range by the end of the decade.


Perella Weinberg Gmbh acted as financial advisor to Siemens Energy Global GmbH & Co. KG. Jochen Tyrolt, Christian Cascante and Oliver Wolf of Gleiss Lutz advised Perella Weinberg Gmbh on legal issues in connection with the transaction. Christoph H. Seibt, Armando Albarrán, Simon Schwarz-Lindenberg, Mario Hüther, Christoph Gleske, Ana López, Philipp Redeker, Silvia Paternain, Frank Montag, Alexander Pospisil, Cristina Esteve, Peter Stark and María Mera Garcia of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Siemens Energy Global GmbH & Co. KG. Siemens Energy was advised inhouse by Anton Steiger, Christian Zentner, Elke Wachenfeld-Teschner, Jörn Eickhoff, Antonia Maier, Moritz Maier and Andreas Kirchner. Clifford Chance has advised Bank of America and J.P. Morgan on their €4.2 billion bridging financing for Siemens Energy AG. Morgan Stanley acted as financial advisor and fairness opinion provider to Siemens Gamesa Renewable Energy. Javier Redonet, Martín Jordano and Gorka Atutxa of Uría Menéndez Abogados, S.L.P. acted as legal advisor to the Committee of Independents and the Board of Directors of Siemens Gamesa Renewable Energy, S.A. Íñigo del Val, Teresa Mendez and Fernando Torrente Garcia de la Mata of Allen & Overy acted as legal advisor and KPMG provided fairness opinion to Siemens Gamesa. Morrow Sodali S.p.A acted as Proxy Solicitor with Siemens Gamesa Renewable Energy.