VIPsight - 2nd Edition 2021

COMPANIES

BASF SE: Waiting for better Times to come

With the merger of Wintershall Holding GmbH and DEA Deutsche Erdöl AG in May 2019, a leading European natural gas and oil company was formed. According to the plans published those days, Wintershall DEA should not only be a major player in the energy market, but also take its place in the capital market. However, placing shares in the market requires favorable conditions for such a move. Therefore, the current shareholders BASF and LetterOne have decided to postpone the IPO to a later point in time. So far, the IPO was envisaged for the second half of 2021, subject to market conditions.

BASF explained that while oil and gas prices at the spot market as well as at the shorter end of the forward price curve have recovered considerably, this improvement is not yet fully reflected in the forward-looking broker consensus assumptions. In addition, market valuations of oil and gas companies have for various reasons not again reached the level the shareholders expect to kick off the IPO.

Good things take time, as they say. Strategically, the IPO stays in the pipeline, but the tickets should be expected to become more expensive.

CureVac: Dead Cat bouncing?

Some years back a wave of corporations from China flooded the German and American stock exchanges. These companies had glorious business prospects in their far away home country, cleverly constructed but insufficient corporate governance structures, and enthusiastic investors without a clue about the business in common. This story is all history now. The swamp bubbles from China have burst, the money is gone, and investors have learned who to trust and who not. Or have they already forgotten this lesson?

Things are completely different at Tübingen-based CureVac N.V. The business is carried out in Germany, and the choice of the American capital market for share placements was probably due to the special competencies of American retail investors in the field of biotechnology. After all, the company is a “global clinical-stage biopharmaceutical company developing a new class of transformative medicines based on messenger ribonucleic acid”. And the Dutch N.V. legal form is a forward-looking choice for German companies that want to become more flexible in meeting the changing requirements of a challenging business environment. 

Unfortunately, a few days before this year's annual general meeting, it turned out that the vaccine developed by the company was not able to demonstrate the desired test results. This fact and the resulting fall in the share price worried shareholders who had not yet understood the company's demanding business model. One would have thought that the AGM would be the ideal forum for the management to educate investors about the longer-term perspective of their investment in this company.

But far from it, shareholders were not even allowed to ask questions at the meeting. Instead, the surprised audience was told that all questions had already been answered with the management presentations. Can we conclude that this is a new form of artificial intelligence which no longer even tries to hide its own shortcomings? Malicious tongues referred to the company´s Shareholder Dialogue Policy document: “The Management Board and the Supervisory Board shall provide the General Meeting with information requested by the General Meeting, unless this would be inconsistent with an overriding interest of the Company.”

Volkswagen AG: From Ohio to the Rest of America

Perhaps you thought you had seen it all. At first, the news just trickled in, then it became a trickle, and suddenly everyone was talking about the Diesel scandal. It comes as no surprise that some people now think enough is enough.

Presumably, this also applies to the legal department at Volkswagen when they heard of the Ohio Supreme Court´s decision that federal law doesn´t preclude the state from suing the company for cheating on U.S. diesel emissions tests. The state of Ohio sued in 2016, accusing Volkswagen of conducting deceptive recalls and updates of diesel vehicles that were sold or leased in the state.

Basically, the Dieselgate and Volkswagen role in it are well known, and they have been dealt with on the Federal level in the US. The company paid more than 25 bn USD for claims from American owners, environmental regulators, states, and dealers, and offered to buy back vehicles. In legal terms, the Ohio decision opens the doors to a new world. The court ruled that the federal Clean Air Act did not pre-empt state law-based claims or prohibit state oversight after a vehicle or engine is sold.

According to Reuters, VW promised an appeal to the U.S. Supreme Court, saying the decision could create “regulatory chaos” and inhibit the U.S. Environmental Protection Agency´s ability to regulate emissions by giving state and local governments overlapping authority. Others are less concerned and are already sharpening their knives – Greetings from Monsanto.

Deutsche Bank AG: That could be handled better, too

There are topics for which the right bank immediately comes to mind. An old marketing slogan of Deutsch Bank goes: Trust is the beginning of everything. At the time, the marketing department probably thought more in terms of the result.

BaFin probably had similar thoughts recently and ordered that Deutsche Bank AG adopt further appropriate internal safeguards and comply with due diligence obligations, regarding regular customer reviews, to prevent money laundering and terrorist financing. This also applies to correspondent relationships and transaction monitoring.

To monitor the implementation of this measure, BaFin has expanded the mandate of the special representative appointed in an official note dated 21 September 2018. The special representative is to report on and assess the progress of the implementation.

Wouldn´t it be easier if everyone did what they should?