Siemens Energy AG has issued subordinated mandatory convertible notes of Euro 960 million. The pre-emptive rights of shareholders of the company to subscribe for the notes were not included. The notes will be convertible into newly issued or existing registered no-par value company shares. The net proceeds from this issue will be used to partially finance Siemens Gamesa’s voluntary cash offer for all outstanding shares. On May 21, 2022, the company announced that it will make a cash offer of Euro 18.05 per share to Siemens Gamesa’s approximately 33 per cent minority shareholders.
Siemens Energy Finance B.V., based in the Netherlands will be accountable to issue the notes. The notes are worth Euro 100,000 each and will be issued at 100 per cent of their face value. They will be protected by the company’s subordinated guarantee. The bonds will be automatically converted into shares on September 14, 2025 after a term under three years. It is also possible to convert them before reaching maturity.
Through this move, the company communicated its commitment to retain a solid investment grade rating and its aim to partly finance the acquisition through the issuance of equity instruments. The issuance of the notes is one component of these announced equity measures.
The notes are expected to be settled on or around September 14, 2022. The company intends to arrange for the notes to be listed on the Frankfurt Stock Exchange’s open market segment. Also, the company will be subject to a 90-day lock-up period as part of the transaction.