Wolfsburg, 2008-03-03
Volkswagen acquires entire Investor and Wallenberg Foundations
stake in Scania
Volkswagen to become 68.6% voting shareholder in Scania
Volkswagen has reached an agreement with Investor AB and the Wallenberg Foundations regarding the purchase of their stakes in Scania (in total 134,711,900 A-shares or 30.62% of Scania’s voting rights) for a consideration of 200 SEK per A-share in cash. The purchase of the stake will increase Volkswagen’s total votes in Scania to 68.60% (previously 37.98%) which corresponds to 37.73% of the capital (previously 20.89%). This move is an important step towards clarifying the long-term shareholder structure of Scania. The completion of the purchase is subject to merger clearance.
Prof. Dr. Martin Winterkorn, Chairman of the Board of Management of Volkswagen AG said: “This step underlines the importance Volkswagen attaches to its participation in Scania. Scania is a strong premium brand which has a prosperous future. We will support the management of Scania and its team in executing the strategy of profitable growth. Investor and Volkswagen have worked successfully together for eight years and during this time Scania has achieved record sales and profit. Both parties believe that this transaction is in the best interest of Scania and Sweden.”
Volkswagen sees a very bright future with strong growth for Scania. Volkswagen will keep and develop Scania as a strong premium brand and will exercise its influence in the company with the objective of maximizing the long-term value for all shareholders. Volkswagen does not foresee any further structural changes that would affect adversely the employees of the company. The continuity of Scania’s management team has always been a key priority for Volkswagen. Furthermore, Volkswagen intends to maintain the headquarters and the engineering competence centers in Södertälje. “We will continue to act as a responsible shareholder in the company in line with Swedish corporate governance practice and ensure that Scania’s Board of Directors is comprised of strong and well qualified members including strong independent representation”, Volkswagen’s Chairman commented.
Prof. Dr. Martin Winterkorn, Chairman of the Board of Management of Volkswagen AG said: “This step underlines the importance Volkswagen attaches to its participation in Scania. Scania is a strong premium brand which has a prosperous future. We will support the management of Scania and its team in executing the strategy of profitable growth. Investor and Volkswagen have worked successfully together for eight years and during this time Scania has achieved record sales and profit. Both parties believe that this transaction is in the best interest of Scania and Sweden.”
Volkswagen sees a very bright future with strong growth for Scania. Volkswagen will keep and develop Scania as a strong premium brand and will exercise its influence in the company with the objective of maximizing the long-term value for all shareholders. Volkswagen does not foresee any further structural changes that would affect adversely the employees of the company. The continuity of Scania’s management team has always been a key priority for Volkswagen. Furthermore, Volkswagen intends to maintain the headquarters and the engineering competence centers in Södertälje. “We will continue to act as a responsible shareholder in the company in line with Swedish corporate governance practice and ensure that Scania’s Board of Directors is comprised of strong and well qualified members including strong independent representation”, Volkswagen’s Chairman commented.
Additional Information
Due to interest from media regarding Volkswagen’s exemption from the mandatory bid obligations with regard to its holding of shares in Scania, Volkswagen would like to give additional background of its so-called grandfather status.
Volkswagen acquired shares corresponding to 34% of the voting rights in Scania in 2000. When the mandatory bid threshold was introduced in the Swedish Takeover Act on 1 July 2006, VW could represent 34% of the votes at the General Meeting of Scania. The Takeover Act exempted any shareholder holding 30% or more of the votes on 1 July 2006 from the mandatory bid rule. The Swedish rule was consistent with the EC Takeover Directive stating that there should be no retroactivity for old shareholdings.[1] Due to a pure technicality, Volkswagen was excluded from the group of major shareholders in Swedish listed companies that were duly exempted from the mandatory bid obligation. This was corrected by the dispensations granted by the Swedish Securities Council in its rulings on February 24 and September 28, 2007 respectively.
[1] Section 10 of the recital to the Takeover Directive states: “The obligation to make a bid to all the holders of securities should not apply to those controlling holdings already in existence on the date on which the national legislation transposing this Directive enters into force.”
Volkswagen acquired shares corresponding to 34% of the voting rights in Scania in 2000. When the mandatory bid threshold was introduced in the Swedish Takeover Act on 1 July 2006, VW could represent 34% of the votes at the General Meeting of Scania. The Takeover Act exempted any shareholder holding 30% or more of the votes on 1 July 2006 from the mandatory bid rule. The Swedish rule was consistent with the EC Takeover Directive stating that there should be no retroactivity for old shareholdings.[1] Due to a pure technicality, Volkswagen was excluded from the group of major shareholders in Swedish listed companies that were duly exempted from the mandatory bid obligation. This was corrected by the dispensations granted by the Swedish Securities Council in its rulings on February 24 and September 28, 2007 respectively.
[1] Section 10 of the recital to the Takeover Directive states: “The obligation to make a bid to all the holders of securities should not apply to those controlling holdings already in existence on the date on which the national legislation transposing this Directive enters into force.”