Siemens and Alstom join forces for European leadership in transport

The signed Memorandum of Understanding includes exclusivity for the unification of the two companies in the field of transport as equal partners.

· The new company, which will be owned by Siemens, will be managed by the CEO of Alstom; the company's shares will be traded on the France stock exchange and the company will be headquartered in Paris.

· Transportation Solutions will be headquartered in Germany and the railway vehicles center will be in France.

· The best value will be created for customers all over the world with a comprehensive portfolio and global coverage.

· The combined company's turnover is 15,3 billion euros, while the adjusted EBIT (interest and pre-tax profit) is announced as 1,2 billion euros.

· Thanks to the synergy created, an annual 470 million is expected to be paid at least four years after the closing.

Siemens and Alstom signed a Memorandum of Understanding on Siemens to integrate Alstom with all its operations in the field of transport, including traction drivers for railway vehicles. Thus, the two innovative players of the railway market will come together to create unique customer values ​​and operational potential. Both businesses complement each other in terms of activities and geographies. Siemens will represent the 50 of Alstom's share capital, which will be acquired from the merged company to be newly acquired and adjusted to share value.

Joe Kaeser, Chairman and CEO of Siemens AG, said in a statement on the issue: ilgili This French-German unification in equal conditions gives very strong signals in many areas. Along with our friends in Alstom, we are creating a long-term, new European leader in the railway industry. This merger will offer our customers a more innovative and competitive portfolio all over the world. There have been major changes in the global market over the last few years. A dominant player in Asia has changed global market dynamics. In addition, digitalization will also affect the future of transportation. Together we can offer more options; we can achieve a responsible and sustainable transformation for our customers, employees and shareholders. müş

Henri Poupart-Lafarge, Chairman and CEO of Alstom SA, expressed his opinion as follows: ini Today we are proving our position on the platform for rail sector consolidation, an important moment for Alstom's history. In today's world, transportation is central. Future transport models need to be clean and competitive. Thanks to Alstom and Siemens Transport's unique location in terms of access, scale, technological know-how and digital access to all continents, this merger will enable all our customers and ultimately all individuals to deliver smarter and more efficient systems and help cities and countries to overcome the challenges of transportation. We will create value for customers, employees and shareholders by bringing together the experienced teams of Siemens Transport, the complementary geographic spread and innovative expertise with our capabilities. I am proud to lead the formation of this new group, which I have no doubt about the future of transportation. Gel

According to the latest annual financial statements published by Alstom and Siemens, the new company's 61,2 billion Euro received and pending orders; features. The Siemens and Alstom mergers are expected to generate annual 15,3 million in financial benefits (synergy) in the latest four years after the closing, and the cash is targeted at between 1,2 billion and 8,0 billion Euros at the financial closing. The new company's global headquarters and rail vehicles management team will be based in Paris and the company will be traded on the France stock exchange. Transportation Solutions headquarters will be located in Berlin-Germany. The 470 of the new company will have a total of 0,5 employees in more than one country.

As part of the merger, the existing shareholders of Alstom will receive two special dividends at the end of the day before the closing date: the 4,00 Euro premium per share (0,9 billion in total) will be paid shortly after the merger is closed; additionally, an extraordinary profit share of EUR 4,00 per share (0,9 billion euros in total) will also be payable from Alstom's revenues from the sale option of approximately 2,5 billion Euro in partnership with General Electric (depending on the cash situation). Siemens will receive Alstom shares, which is equivalent to the 2 of the share capital, to be applied four years after the closure.

The activities of the two companies complement each other. The unified company will offer a wide range of products and solutions to meet customers' versatile and customer-specific needs, from cost-effective public platforms to the latest technologies. Thanks to the global structure, Alstom's Middle East and Africa, India, Central and South America and Siemens will be accessible to emerging markets in China, USA and Russia. Customers; it will benefit significantly from a balanced and broader geographical scope, from a broader portfolio and from large investments in digital services. The combination of knowledge and innovation strengths of both companies will provide significant innovations, cost-effective and faster response opportunities; so customers' needs will be met more efficiently.

The Board of Directors of the new company will be composed of 6 members, 4 independent members and CEO 11 members to be determined by Siemens including the Chairman of the Board of Directors. In order to ensure continuity in management, Henri Poupart-Lafarge will continue as the CEO to manage the company and at the same time become a Member of the Board of Directors. Jochen Eickholt, CEO of Siemens Transportation, will also assume an important responsibility in the new company. The company name will be Siemens Alstom.

The foreseen merger is supported by the Board of Directors of Alstom (based on the review of the Board of Inspectors acting as a temporary board) and Siemens' Board of Auditors unanimously. Bouygues SA also fully supports the process; In line with the decision to be held at both Alstom Board of Directors meeting and the decision to be held at this meeting, 31 will vote in favor of the merger at the Extraordinary General Assembly which will convene before the date of July 2018 to finalize the merger. The French government supports this process in line with Siemens' commitments on keeping the shares in 50,5 for four years and taking various protective measures in terms of management, organization and employment. France pledges that the process of acquiring Alstom shares from Bouygues SA will end at 17 October 2017 at the latest and that the options given by Bouygues will not be applied. Bouygues de 31 2018 July XNUMX date or before the date of the merger to be held on the final decision to be held until the meeting is committed to hold its shares.

Prior to the signing of the merger documents, Alstom and Siemens will initiate the information and consultation processes in France in accordance with French law. Alstom will pay 140 million euros in case of withdrawal. For Alstom's newly issued shares, Siemens Transport activities will contribute the same to Alstom, including the operations of the traction drivers for the railway noses as part of this merger. In addition, in order to avoid double voting rights, the merger will be subject to the approval of Alstom shareholders in the second quarter of 2018. The transaction will also be subject to the consent of all relevant legal authorities, including foreign investment permits and anti-trust authorities in France. In addition to this, the French capital market institution (AMF) will be confirmed that Siemens will not request any compulsory takeover after the contribution in kind. Merger The transaction is expected to close at the end of the 2018 calendar year. The transaction was prepared under the review of a temporary committee.

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