The merger by absorption of Iberdrola Renovables by its parent company Iberdrola will mean synergies of 20 million a year for the energy group, as reported by the company in a presentation to the National Securities Market Commission (CNMV).
In addition, he indicated that the operation will represent a "slight dilution" in short-term earnings per share (EPS) of around 1.5% in 2012 and will have a "limited" impact on the credit profile, maintaining the 'A-/A3' rating objective.
The utility pointed out that the integration allows optimizing the group's management capacity and improves the group's growth profile in terms of net profit.
According to the schedule foreseen by the company chaired by Ignacio Sánchez Galán, in May the ordinary general meeting of both companies would proceed to approve the operation, and the closing of the process would take place before July 10.
Iberdrola's board of directors has agreed to propose a merger by absorption with its subsidiary Iberdrola Renovables. The operation would be carried out through an exchange equation of 0.4989 shares of Iberdrola, of 0.75 euros of nominal value, for each share of Iberdrola Renovables of 0.5 euros of nominal value each, which implies the application of a premium of around 16.7% over the average value of quotation of the securities of the renewable subsidiary during the last six months, which means valuing the shares of the subsidiary at 2,978 euros.
This exchange price is 44% lower than the 5.3 euros with which the subsidiary debuted on the stock exchange in December 2007 and 2.7% higher than the exchange ratio set at that time.
With this operation, Iberdrola stated that it seeks to "value the assets of Iberdrola Renovables, not recognized by the markets since its IPO, and allow its future development from Valencia as an independent business area."
In addition, he indicated that the integration will allow the Iberdrola group to maintain the planned investments in the Renewables business area.
EXTRAORDINARY DIVIDEND.
Within the framework of the proposal, Iberdrola has committed to support the distribution of an extraordinary dividend, which, where appropriate, the board of directors of the subsidiary proposes to its general meeting of shareholders, provided that the amount per share to be distributed is equivalent to 40% of the value of the shares of Renovables of 2,978 euros.
In the event that the board of Iberdrola Renovables approves this dividend distribution, the exchange equation would be modified, which would remain at 0.299 shares of Iberdrola for each of the subsidiary. To assume this distribution of shares, the parent company would have to carry out a capital increase of 246.6 million euros.
Iberdrola's main shareholders are ACS, with a 20.2% stake, followed by BBK, which owns 6.55%, and Bancaja (5.49%). With this operation, these shareholders would see their stake in the electric company diluted. (EUROPA PRESS)
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