The Ferrovial group has completed its operation to move its headquarters from Spain to the Netherlands at the end without surprises of the deadline granted to shareholders who were against it. Leopoldo Calvo-Sotelo, the rebellious brother of the president, Rafael del Pino, has not exercised his so-called "right of separation" and remains a partner in the new company.

Ferrovial has reported this Friday that "once the period for the communication by the shareholders of their desire to exercise the right of separation has ended, we are not aware that any of them have exercised it". In the society of Leopoldo Calvo-Sotelo they decline to comment to this newspaper.

This member of the powerful business family was the only significant shareholder who had spoken out against it with the power to thwart the exit. It owns more than 4% of the capital, a sufficient threshold to activate the clause provided by Ferrovial to stop the operation. If he had exercised that right, he would have forced the company to pay him 800 million, an expense above what was accepted by the board of directors to execute the transfer.

However, the operation would not have been profitable even for this brother critical of his brother's management, because the execution price for his exit set was 26 euros and this Friday it is trading above 29, bringing the value of Ferrovial closer to historical highs. Ferrovial's management believes that the company's revaluation since the announcement of the transfer, of more than 14%, shows that it is positive for investors and reinforces the short-term possibility of listing in the United States, its main current market.

What is still possible is that some small shareholder exercises his right, but without sufficient participation to stop the change of address. "Although we do not foresee changes, we must wait until Wednesday to formally close it, since the procedure establishes a period of four days for the custodians to finish corroborating the information. Nor are we aware that any creditor has exercised its right of opposition, "add official sources of the company. At the last meeting, 93.3% of shareholders supported the merger of Ferrovial with its Dutch subsidiary, triggering the move.

The government has not been able to stop the operation or convince shareholders that "there are no economic reasons" that justify the change of headquarters. For his part, Rafael del Pino has assured that the transfer of registered office does not imply a loss of Ferrovial's commitment to Spain or a cut in investments or employment, but a better position to enhance the international dimension and its expansion.

  • Netherlands
  • United States

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