- English convenience translation of Spanish original. In case of discrepancies between the Spanish original and the English translation, the Spanish original shall prevail.
Notice to US Investors: The proposed business combination of Cintra Concesiones de Infraestructuras de Transporte, S.A. and Grupo Ferrovial, S.A. (the Merger) relates to the shares of a Spanish company. Information distributed in connection with the proposed Merger and the related shareholder vote is subject to Spanish disclosure requirements that are different from those of the United States. Financial statements and financial information included herein, if any, have been prepared in accordance with Spanish accounting standards that may not be comparable to the financial statements or financial information of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Merger, since the companies are located in Spain and some or all of their officers and directors may be residents of Spain. You may not be able to sue the companies or their officers or directors in a Spanish court for violations of the U.S. securities laws. Finally, it may be difficult to compel the companies and their affiliates to subject themselves to a U.S. courts judgment. You should be aware that the companies may purchase shares of Grupo Ferrovial, S.A. otherwise than under the Merger, such as in open market or privately negotiated purchases in accordance with applicable law.
In accordance with the provisions of article 82 of the Securities Market Law (Ley del Mercado de Valores), GRUPO FERROVIAL, S.A. hereby notifies the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores) of the following:
As a complement to the documentation made available to the shareholders when the General Shareholders Meeting of GRUPO FERROVIAL, S.A. was convened, General Meeting which will resolve on the merger with CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTE, S.A. (notified to this Commission by means of the Regulatory Disclosure number 113773), we hereby attach the following documents:
- Fairness opinion of BANCO BILBAO VIZCAYA ARGENTARIA, S.A., financial advisor of GRUPO FERROVIAL, S.A., regarding the fairness of the exchange ratio.
- Fairness opinion of MERRILL LYNCH CAPITAL MARKETS ESPAÑA, S.A., financial advisor of CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTE, S.A., regarding the fairness of the exchange ratio.
- Pro-forma Financial Information as of January 1, 2009 on the company resulting from the merger.
- Special Report of the auditor of GRUPO FERROVIAL, S.A. and of CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTE, S.A., PRICEWATERHOUSECOOPERS AUDITORES, S.L. on the pro-forma Financial Information.
Madrid, on September 24, 2009. José María Pérez Tremps Secretary Board Member of GRUPO FERROVIAL, S.A.