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Siemens, Alstom set terms of rail business merger, propose board members

Siemens AG and Alstom SA on March 23 signed a business combination agreement that sets the terms and conditions of the proposed combination of Siemens' mobility business with Alstom, the companies said on March 23.

The statement added that Siemens is nominating Roland Busch to serve as chairman of Siemens Alstom's board; he will as a member of the managing board of Siemens AG. Yann Delabriere, currently lead director of Alstom's board, will be appointed as vice chairman as independent director.

The nominations show a "commitment to balance in the governance" of the combined company, said Henri Poupart-Lafarge, chairman and CEO of Alstom, who will serve as CEO of Siemens Alstom. The nominations will be subject to approval at the Alstom shareholders' meeting to be scheduled in July 2018.

The combined company's board will have 11 members, six of whom, including the chairman, will be appointed by Siemens. Four independent members and the CEO will complete the board.

The two companies expect the transaction to close at the end of calendar year 2018, subject to approval at the July 2018 shareholders' meeting and clearance by relevant authorities, including the French Ministry for the Economy and Finance, antitrust authorities and the French capital market authority.

The new group will be headquartered in Saint-Ouen, France, and continue to be listed on the Paris stock exchange. Siemens will receive newly issued shares in the combined company representing 50% of the share capital of Alstom on a fully diluted basis, and the former said it has begun the internal carve-out process of its mobility business and other related businesses to prepare for the combination with Alstom, the joint release said.