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The shareholders of Ferrovial have given the green light to the Spanish multinational's move to the Netherlands. This Thursday's historic meeting ended with shareholders approving the proposal put forward by board chairman Rafael del Pino on February 28th, when he announced the idea of merging Ferrovial with its Dutch subsidiary, Ferrovial International. The shareholders have voted in favour of the operation, and thus the Spanish company is to move its business headquarters from the Iberian peninsula to the Netherlands.

Ferrovial will now apply for inclusion on the Amsterdam Stock Exchange, a step which, for the company, brings it closer to its final goal: trading on the United States sharemarket. Despite counter arguments to the move as well as outright criticism from the Spanish government in recent days, the construction and infrastructure-centred company has continued with its plan, and the shareholders gave their approval this Thursday. The meeting had the quorum it needed, with the company registering shareholder attendance equivalent to more than 77% of Ferrovial's capital.

Ferrovial, a step closer to Wall Street

Thus, the construction company continues with its road map, which first seeks to be listed on the Dutch stock exchange and, subsequently, to apply for inclusion in one of the US share indices. As specified by Rafael del Pino at the beginning of this Thursday shareholder meeting, the operation does not seek any kind of fiscal advantage, but strictly economic objectives, which the head of the board has defined as "valid".

On February 28th, Ferrovial announced that it was seeking to increase share liquidity, reach more investors, gain visibility, and enter the North American market, which is seen as fundamental to the company's business. Chairman Rafael del Pino Calvo-Sotelo, the son of Rafael del Pino y Moreno, who founded the company in Madrid in 1952, explained the move with the justification that "75% of the value of the company comes from North America", and this operation thus improves its position on the radar of institutional investors.

The right to scission

Despite the Spanish government's attempts to persuade Ferrovial to maintain its business headquarters in Madrid, shareholders gave the green light to what is one of the most controversial business operations of recent years. Nevertheless, the possibility is, for the moment, still open that part of the percentage that voted against - a figure still unknown - will exercise the right of scission.

This point is crucial for the future of the operation, since if 2.56% of the shareholders exercise their right within one month of this Thursday's meeting, the merger with the Dutch subsidiary won't go ahead. On the other hand, if no member of the board opposes the fusion, the operation will go ahead anyway, closing the book on a month and a half of criticism from members of Pedro Sánchez's government, which, for some of the shareholders who took part in the process, bordered on "illegal" conduct.

Other Ferrovial stockholders sought to convey their support to the top management, and criticized the Spanish central government's complaints, which one shareholder referred to as "unjust", noting that the company "leaves its mark wherever it is". Meanwhile, Rafael del Pino emphasized that "Ferrovial is not leaving Spain", indicating that the company "will maintain its activity, employment, projects, investment plans, tax contribution and listing on the Spanish stock exchange". In addition to this, the chairman and largest shareholder stated that Ferrovial "will pay taxes similar to those it currently pays".

The Spanish executive informed the company this week that it would be the Spanish Hacienda that would have the last word on possible tax benefits for the multinational achieved through this operation, adding that, if the tax agency did not find "economic reasons", Ferrovial would not be exempted from the tax advantages that apply in these cases. Earlier, the Pedro Sánchez executive had reminded the company that it was able to achieve the goal of listing on Wall Street while still maintaining its headquarters in Spain. Ferrovial responded that there are no cases of Spanish companies that have done this, and that given its wish to expedite the process, a jump from Amsterdam would be simpler.