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Siemens and Alstom have signed a Memorandum of Understanding to combine Siemens’ mobility business including its rail traction drives business with Alstom. The transaction brings together two innovative players of the railway market with unique customer value and operational potential.
“This Franco-German merger of equals sends a strong signal in many ways. We put the European idea to work and together with our friends at Alstom, we are creating a new European champion in the rail industry for the long term. This will give our customers around the world a more innovative and more competitive portfolio”, said Joe Kaeser, President and CEO of Siemens AG. The global marketplace has changed significantly over the last few years. A dominant player has changed global market dynamics and digitalization will impact the future of mobility. Together, we can offer more choices and will be driving this transformation for our customers, employees and shareholders in a responsible and sustainable way”, Kaeser added. Watch the video statement for more information.
With the merger to become the second largest player in Mobility, annual synergies of €470 million are expected after four years at the latest. Learn more facts and figures about the merger in our animated infographic.
Frequently Asked Questions
As a promoter of sustainable mobility, Alstom develops and markets systems, equipment and services for the transport sector. Alstom offers a complete range of solutions (from high-speed trains to metros, tramways and e-buses), passenger solutions, customized services (maintenance, modernization), infrastructure, signaling and digital mobility solutions. Alstom is a world leader in integrated transport systems. The company recorded sales of €7.3 billion and booked €10.0 billion of orders in the 2016/17 fiscal year. Headquartered in France, Alstom is present in over 60 countries and employs 32,800 people.
The global marketplace for mobility solutions has changed significantly over the last few years. A dominant player has changed global market dynamics, and digitalization will impact the future of mobility.
The businesses of the two companies are largely complementary. The combined entity will offer a significantly increased range of diversified product and solution offerings to meet multifaceted, customer-specific needs, from cost-efficient mass-market platforms to high-end technologies.
The global footprint enables the merged company to access growth markets in the Middle East and Africa, India, and Central and South America, where Alstom is present, and in China, the United States and Russia, where Siemens is present.
Customers will significantly benefit from a well-balanced, larger geographic footprint, a comprehensive portfolio offering and significant investment in digital services.
The combination of the know-how and innovation power of both companies will drive crucial innovations, cost efficiency and faster response, which will allow us to better address customer needs.
More than 62,000 employees will work for Siemens Alstom in all parts of the globe. The new company will have revenue of €15.3 billion and profits (adjusted EBIT) of
The Siemens Alstom headquarters as well as the management team for rolling stock will be located in the Paris area. The combined entity will remain listed in France. The
headquarters of the Mobility Solutions business will be located in Berlin, Germany.
To put it simply, Siemens will be gaining a stake in Alstom. Siemens will be contributing its Mobility Division as well as its rail traction drives business and will receive shares in Alstom in exchange. Alstom’s existing shareholders will be receiving two special dividends from Alstom. The transaction does not involve money from Siemens.
Siemens will receive 50 percent of the newly issued share capital of the merged entity on a on a fully diluted basis. Siemens Alstom will be fully consolidated in Siemens’ financial statements.
Our vision for the future of Siemens is that of a company in which every area of business is as good as or better than its top competitor. A company in which every business profits from our worldwide Siemens brand and our worldwide presence. A company that
uses its expertise and world-class industrial platforms to create the digital enterprise of the future. A company that builds lasting, trust-based partnerships with its customers. A company with a uniform goal of serving society throughout the world.
Will the merger of Siemens and Alstom help us realize this vision? We’re convinced that it will. After all, we’re creating a European champion in the rail industry. As a result, our customers all around the world will have access to more innovative and more competitive offerings. Together, we can offer a broader spectrum and drive the digital transformation of the rail industry in a responsible and sustainable way for our customers, employees and shareholders.
Today (September 26, 2017), Siemens and Alstom have taken the first step by signing an exclusive memorandum of understanding. The signing of the final contracts will take place following completion of the consultations with the French Works Councils of both companies. Other conditions will have to be fulfilled in order for the transaction to close. Among other things, this will require the approval of several French authorities, clearance from the antitrust authorities and the approval of an extraordinary general meeting of Alstom’s shareholders. In parallel, Siemens will be carving out its worldwide mobility business and bringing it together to form a legally separate entity that will then be contributed to Siemens Alstom when the transaction is closed.
As a promoter of sustainable mobility, Alstom develops and markets systems, equipment and services for the transport sector. Alstom offers a complete range of solutions (from high-speed trains to metros, tramways and e-buses), passenger solutions, customized services (maintenance, modernization), infrastructure, signaling and digital mobility solutions. Alstom is a world leader in integrated transport systems. The company recorded sales of €7.3 billion and booked €10.0 billion of orders in the 2016/17 fiscal year. Headquartered in France, Alstom is present in over 60 countries and employs 32,800 people. www.alstom.com
Siemens AG (Berlin and Munich) is a global technology powerhouse that has stood for engineering excellence, innovation, quality, reliability and internationality for more than 165 years. The company is active in more than 200 countries, focusing on the areas of electrification, automation and digitalization. One of the world’s largest producers of energy-efficient, resource-saving technologies, Siemens is a leading supplier of efficient power generation and power transmission solutions and a pioneer in infrastructure solutions as well as automation, drive and software solutions for industry. The company is also a leading provider of medical imaging equipment – such as computed tomography and magnetic resonance imaging systems – and a leader in laboratory diagnostics as well as clinical IT. In fiscal 2016, which ended on September 30, 2016, Siemens generated revenue of €79.6 billion and net income of €5.6 billion. At the end of September 2016, the company had around 351,000 employees worldwide. Further information is available on the Internet at www.siemens.com
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.
Combined data (including synergies) are estimates based on current assumptions of separation of Siemens Mobility Business, and remain subject to effective completion of Siemens Mobility Business’ carve-out. This announcement includes forward-looking statements within the meaning of the safe harbour provisions of the Private Securities Litigation Reform Act of 1995, 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 merger 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.
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 merger; 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 merger; 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/or the United Stated Securities and Exchange Commission (the “SEC”), 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 merger will be consummated or that the anticipated benefits will be realised. The proposed merger 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.
This document includes supplemental financial measures that are not clearly defined under IFRS and that are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation or as alternatives to measures of Alstom and Siemens’ net assets and financial position or results of operations as presented in accordance with IFRS in its Consolidated Financial Statements. Other companies that report or describe similarly titled supplemental financial measures may calculate them differently.
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 (i) with the AMF, a prospectus and other relevant documents in connection with the listing of its shares to be issued against the contribution by Siemens of its mobility business and (ii) if applicable, with the SEC important documents related to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE AMF AND THE SEC, 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 prospectus as well as other documents filed with the authorities (when they are available) at the AMF’s website, www.amf-france.org, and the SEC’s website, www.sec.gov. 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.