- English convenience translation of Spanish original. In case of discrepancies between the Spanish original and the English translation, the Spanish original shall prevail.
CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTE, S.A. (CINTRA) AND GRUPO FERROVIAL, S.A. (FERROVIAL), in compliance with the provisions of Article 82 of the Securities Market Law, Law 24/1998, of January 28 (Ley del Mercado de Valores), hereby notifies the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores) of the following
- The Boards of Directors for CINTRA and FERROVIAL have approved, in both cases, unanimously, on July 29 and July 28 2009 respectively, the Joint Merger Project of both companies under the terms detailed in the document attached to the present communication. The exchange ratio agreed upon is of four (4) shares of CINTRA, with a par value of twenty euro cents each, for each share of FERROVIAL, with a par value of one euro each.
BBVA, S.A., as FERROVIALS financial advisor for this transaction, has informed, exclusively for the benefit of the Board of Directors of FERROVIAL, that the agreed exchange ratio is fair from a financial standpoint for the FERROVIAL shareholders. On the other side, Merrill Lynch, as CINTRAs financial advisor for this transaction, has informed, exclusively for the benefit of the Board of Directors of CINTRA, that in its opinion (fairness opinion) the agreed exchange ratio is also fair from the financial perspective for CINTRA shareholders, other than its majority shareholder, FERROVIAL. It is expected that the Joint Merger Project will be submitted to the Shareholders Meeting of both companies in October; notices shall be accomplished and made public in September.
- As a prior step which is inextricably linked to the merger mentioned above, we likewise hereby inform that:
- the Board of Directors for CINTRA has approved to submit to the Shareholders Meeting the subsidiarisation of the company business capital basically consisting of the participations held in the concessionary companies by means of which it develops its business of concession infrastructures by segregating and transmitting it in block to a vehicle fully owned by CINTRA, named CINTRA INFRAESTRUCTURAS, S.A.U.; and
- the Board of Directors of FERROVIAL has approved the Joint Merger Project by means of which FERROVIAL shall take over FERROVIAL INFRAESTRUCTURAS, S.A., AEROPUERTO DE BELFAST, S.A., MARJESHVAN, S.L. and LERNAMARA, S.L. all of them fully owned subsidiaries of FERROVIAL. These transactions are justified for the reasons that are indicated in detail in sections 2 and 3 of the attached FERROVIAL and CINTRA Joint Merger Project.
- Finally, CINTRA hereby states, as announced by means of regulatory disclosure No. 103117, dated 28 January, that its Board of Directors entrusted the supervision of the process of study and decision on the merger to the Committee on Linked Operations, exclusively integrated of external directors with a majority of independent ones, and which was constituted, for these purposes, as the Merger Committee. In this line and according to the best corporate governance practices, CINTRA likewise hereby notes that the Merger Project has been approved with the abstention of all the domanial directors appointed by Ferrovial, as well as by the Managing Director, Mr. Díaz-Rato, who is a member of the management committee of FERROVIAL.