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Siemens shareholders to determine future of Siemens EnergyMünchen, )
Extraordinary Shareholders’ Meeting to be held in virtual format
Siemens AG to spin off 55 percent of Siemens Energy to shareholders
One Siemens Energy share for every two Siemens shares
Siemens Energy to start with S&P Global investment-grade rating of “BBB”
Initial listing of new shares planned for September 28, 2020
Siemens shareholders will vote on the spin-off of Siemens AG’s energy business at an Extraordinary Shareholders’ Meeting today. Due to the restrictions imposed on public events by the coronavirus crisis, the shareholders’ meeting will be held in a virtual-only format – that is, without the shareholders or their proxies being present in person. To ensure complete transparency, a livestream at www.siemens.com/agm-service will provide shareholders and their proxies with audio and video coverage of the entire event via the Internet. Siemens shareholders had until July 7, 2020, to submit questions electronically. The proposal to approve the Spin-off and Transfer Agreement that Siemens AG and Siemens Energy AG concluded on May 22, 2020, is the only item on the meeting agenda.
“The Extraordinary Shareholders’ Meeting is the final decisive step for the Siemens Energy spin-off, and it is a historic moment,” said Joe Kaeser, President and CEO of Siemens AG. “Following the highly successful initial public offering of our healthcare business, we’re laying the cornerstone today for two more focused Siemens companies. As independent units within the Siemens Ecosystem, the companies will be able to operate in the future with far greater speed, flexibility and success. Therefore, we assume that these measures will strengthen both companies over the long term and enable a significant increase in their value.”
“The spin-off is the right strategic decision at the right time,” said Jim Hagemann Snabe, Chairman of the Supervisory Board of Siemens AG. “In the future, both companies will be even better able to address global megatrends: the future Siemens AG will rigorously focus on the areas of automation, digitalization, intelligent infrastructure and mobility. Siemens Energy is a trailblazer in shaping the global transformation of energy systems in the transition to renewable energies.”
Siemens shareholders are to automatically receive one share of Siemens Energy AG for every two shares of Siemens AG. Fifty-five percent of Siemens Energy will be spun off to Siemens shareholders. Siemens AG will hold a 35.1 percent stake, and Siemens Pension-Trust e.V. will hold an additional 9.9 percent stake. Furthermore, Siemens AG will no longer exercise a controlling influence, nor will it fully consolidate the new company. Depending on the strategic and operational development of the two companies, Siemens AG intends to further reduce its stake in Siemens Energy significantly within 12 to 18 months. The initial listing is to take place on September 28, 2020.
New shares to be transferred automatically to securities accounts
With the listing, the new shares of Siemens Energy AG will be automatically transferred to Siemens shareholders’ securities accounts. Due to the allocation ratio of 2:1, Siemens shareholders who hold an odd number of shares will receive so-called fractional shares. These shareholders can then round off their holdings by placing a buy or sell order at the custodian bank hosting their securities account.
The Spin-off Report (www.sie.ag/Spin-offReport) that the company presented on May 26, 2020, and the Notice of Extraordinary Shareholders’ Meeting, which contains the Spin-off and Transfer Agreement, are the key information resources for Siemens shareholders. The Spin-off Report contains all material information regarding the spin-off, Siemens AG and Siemens Energy AG.
Global player with unique setup in the energy sector
The planned listing of Siemens Energy will create a strong, focused, global company with operations spanning the entire energy value chain, including the service business. On July 2, 2020, the international rating agency S&P Global granted Siemens Energy AG an initial investment-grade rating of “BBB”.
The new Siemens Energy has about 91,000 employees worldwide (as of March 31, 2020). Its products include gas turbines, steam turbines, generators, transformers and compressors. In the area of wind turbines, Siemens Energy’s 67 percent stake in Siemens Gamesa Renewable Energy makes it a global market leader in renewable energies. According to the Combined Financial Statements of Siemens Energy AG as of September 30, 2019, Siemens Energy generated revenue of about €29 billion in fiscal 2019.
In the future, Siemens AG itself will concentrate on Digital Industries, Smart Infrastructure and Siemens Mobility. The company also holds a majority stake in the healthcare technology business Siemens Healthineers. Sharply focused on diagnostic and therapeutic imaging, laboratory diagnostics, molecular medicine and healthcare services, Siemens Healthineers has been a publicly listed, separately managed company since March 2018.
This press release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy or subscribe for any securities in the United States of America ("U.S."), Canada, Japan, Australia or in any other jurisdiction. Any securities to be distributed in connection with this transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state of the U.S. Neither Siemens Energy AG nor Siemens AG intends to register any securities referred to herein in the U.S.
This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and is not, and should not be considered as, a recommendation that any person should subscribe for or purchase any securities. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) persons within the scope of article 43 of the Order or (iv) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person must not act or rely on this communication or any of its contents. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.
This press release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Siemens AG and Siemens Energy AG. Forwardlooking statements involve known and unknown risks and uncertainties and, therefore, should not be construed as guarantees of future results, performance and events. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting Siemens Energy AG, and other factors. Siemens AG or Siemens Energy AG do not undertake any obligation to update any forward-looking statement
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