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VIPsight

Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.
     

VIPsight International


VIPsight - October 2011


COMPANIES


Changes in the indices

With effect from 19 September, there were changes in the MDAX and TECDAX. Thus, the DIY chain Praktiker, crane manufacturer Demag Cranes and real-estate specialist IVG Immobilien left the MDAX, while diesel-engine manufacturer Deutz, robotics expert KUKA and property company GSW Immobilien joined it. Praktiker and IVG Immobilien went down to the SDAX, but Demag Cranes was classified in the Prime Standard due to the small free float. Onto the TECDAX came social-media provider Xing and software group PSI. Roth & Rau and Phoenix Solar went to the Prime Standard.

 

VW has to wait longer for Porsche

Two steps forward, one step back; that’s how it goes at Volkswagen. On the one hand, in the last week of September the European Commission unconditionally nodded through the merger of MAN and VW. So the Wolfsburgers are free to to merge the traditional Munich company with VW subsidiary Scania under the umbrella of its own truck business and incorporate MAN into the Group as eleventh brand. VW had bought 30 percent of MAN’s shares in spring, and submitted a mandatory offer to MAN shareholders in May. With the release, VW will in future hold 55.9 percent of the voting rights and 53.7 percent of the share capital of the commercial-vehicle giant, which is also listed on the DAX. The merger with sports-car manufacturer Porsche was originally envisaged for the end of the year, but the original schedule can no longer be maintained. Legal hurdles are the reason given. In the USA an action is pending against Porsche Automobil Holding. In it the group, former Porsche CEO Wendelin Wiedeking and former CFO Holger Härter are accused by U.S. funds of having given false information and manipulated shares in the course of the planned takeover of VW by Porsche. The claims, rejected in the first-instance proceedings, are for two billion euros. In September it also became known that complaints might be filed in Germany too, including an action by a Frankfurt law firm on behalf of three foreign investors with a claim value of €100 million. Currently a lawsuit is already pending in Stuttgart, with a claim value of €3.1 million, which will not be settled until 2012. In the event of a failed merger, VW and Porsche had granted each other mutual put and call options, i.e. pre-emptive rights. From 2013, and until 2015 at the latest, VW could therefore buy up the operating business, which is located in Porsche AG, piecemeal. As a useful side effect, the regulatory burden would remain with Porsche Holding. VW has already announced that the revaluation of the purchase option in the Wolfsburg balance-sheet is likely to lead to positive earnings in the financial results. Porsche would instead likely be a burden, however. VW currently owns 49.9 percent of Porsche AG’s shares, for which €3.9 billion were paid. As early as next year, both sides want to achieve possible synergies of 700 million euros.

 

Siemens defies the financial crisis

Because of the highly volatile financial markets, Siemens has postponed the IPO of its light-bulb subsidiary Osram, announced for autumn. In addition, because of the uncertain economic situation of the French banks the conglomerate withdrew deposits with a volume of around 500 million euros from an unnamed major French bank, and paid the money into the European Central Bank (ECB). Besides car manufacturers ​​VW, BMW and Daimler, Siemens is the only German DAX group which has for almost a year had a full banking license and can therefore keep a separate account at the ECB. Positive side effect: the deposit with the ECB brings not only more security but also higher interest rates.

 

Fraport AG and Siemens bidding in Spain

The airport operator Fraport and the conglomerate Siemens have sought Spanish partners to bid in two separate consortia for the concessions for the two airports of Madrid-Barajas and Barcelona-El Prat. Siemens has teamed up with Spanish construction giant FCC and Changi Airport Group from Singapore, and Fraport with construction company Acciona. With an annual passenger volume of 50 million (Madrid) and 29 million (Barcelona), they are among the world’s largest airports. As a sales price the Madrid government is targeting five billion euros. There are seven bidding consortia altogether.

 

Qatar plans to invest in EADS

The Emirate of Qatar may soon have shares in EADS. The head of the State fund Qatar Holding has indicated an interest in joining the European Aeronautic Defence and Space Company (EADS). Currently, the fund has eight billion euros committed in Europe, especially in Germany, with holdings in VW, Porsche and Hochtief. Berlin and Paris initially signaled reservations about bringing Qatar into EADS. Daimler has been trying for months to sell at least 7.5 percent of Airbus’s parent, but without having to give up industrial management. Although the shares are currently in a group of banks, even after a possible sale the automaker will still hold 22.5 percent of the voting rights.