Επίσημο: Η Volkswagen εξαγοράζει το 42% της Porsche

Porsche and Volkswagen to form an Integrated Car Group

Supervisory Board of Porsche SE approved the Basic Agreement

Stuttgart. The supervisory board of Porsche Automobil Holding SE (Porsche SE) has approved today a Basic Agreement negotiated by the management boards of Porsche SE and Volkswagen AG, the workers representations of both companies and the Porsche SE ordinary shareholders describing the path to foundation of an integrated car group.

The Basic Agreement provides for the following steps:

* Shareholding of 42% of Volkswagen in Dr. Ing. h.c. F. Porsche AG, the 100% subsidiary of Porsche SE. The shareholding will be provided by way of a cash capital increase with an expected total return of approximately up to 3,3 bn. EUR based on an enterprise value of Porsche AG of 12,4 bn. EUR.

* A cash capital increase of Volkswagen AG taking place in the first half-year of 2010 against issuance of new preference shares. The capital increase will be approved by Porsche SE.

* Volkswagen grants an option to the shareholders of Porsche Gesellschaft m.b.H., Salzburg, to sell the operative sales and distribution business of the company to Volkswagen.

* Cash capital increase of Porsche SE most probably taking place in the first half-year of 2011 against issuance of new ordinary and preference shares, granting preemptive rights for ordinary shareholders on ordinary and preemptive rights for preference shareholders on preference shares. The ordinary shareholders of Porsche SE will approve the capital increase.

* The following changes of the articles of association of Volkswagen will be proposed to the next shareholders meeting of Volkswagen: 1. The state of Lower Saxony shall be entitled as a shareholder of Volkswagen to appoint two members of the supervisory board, as long as the state of Lower Saxony maintains a shareholding in the ordinary shares of Volkswagen of at least 15%. The implementation of such Appointment Right in the articles of association has the effect that Porsche SE will no longer include Volkswagen AG by way of full consolidation in its consolidated financial statements. 2. Confirmation of the section of the articles of association providing that shareholders resolutions, requiring a majority of 75% of the capital represented in the shareholders meeting pursuant to the German Stock Corporations Act, require a majority of more than 80% of the capital represented in the shareholders meeting.

* Agreement that, until 2020, Porsche SE will not enter into a domination and profit and loss transfer agreement with Volkswagen AG.

* Joint purpose of a merger of Porsche SE into Volkswagen AG during 2011, if at that time the legal requirements for a merger are met.

* If a merger will not take place: put option for Porsche SE and call option for Volkswagen AG to sell and to purchase, respectively, the remaining shareholding of Porsche SE in Porsche AG; the purchase price is calculated according to the same parameters as applied for the valuation of Porsche SE for purposes of the capital increase.

Condition precedents for closing of this agreement include particularly approval by the consortium banks of Porsche SE and final clarification of remaining structural issues.

Volkswagen’s Supervisory Board approves Comprehensive Agreement for an Integrated Automotive Group with Porsche

* Comprehensive agreement reached by the parties: multistage transaction structure, completion expected in the course of 2011

* Volkswagen’s solid financial base and Porsche’s independence will be preserved

* High growth, earnings and synergy potential accompanied by job security

* CEO Winterkorn: Jointly on track to become the worldwide number one

Wolfsburg, 13 August 2009 – At its extraordinary meeting today, Volkswagen Aktiengesellschaft’s Supervisory Board approved the comprehensive agreement to create an integrated automotive group with Porsche led by Volkswagen. A corresponding agreement has been negotiated by Volkswagen AG and Porsche Automobil Holding SE, as well as the Porsche and Piëch family shareholders and the employee representatives of the companies involved. Porsche Automobil Holding SE’s Supervisory Board has also approved the concept for the combination of the two companies. The comprehensive agreement seals the creation of a joint group with ten strong brands.

Under this agreement, Volkswagen will initially take a 42.0 percent stake in Porsche AG by the end of 2009, and it will also see the family shareholders selling the automobile trading business of Porsche Holding Salzburg to Volkswagen. The plans will culminate in the merger of Porsche SE with Volkswagen. This is expected to be completed in the course of 2011, and will require the approval of both companies’ shareholders. Porsche will remain an independent company headquartered in Zuffenhausen. The details for implementing the concept will be finalized in the coming weeks. At the same time, negotiations with the Emirate of Qatar to acquire options on Volkswagen shares will continue, and talks will be initiated with Porsche’s financing banks to discuss the overall concept. Successful completion of these discussions would be a further key step on the way to becoming an integrated group. Implementation of the agreement is also subject to the standard approval by the relevant authorities.

Prof. Dr. Martin Winterkorn, Chairman of Volkswagen Aktiengesellschaft’s Board of Management, stated: “Volkswagen and Porsche today took a decisive step towards a joint future. As a group with now ten strong, independent brands we will further expand our unique global position. More than ever before, we now have what it takes to become the automotive industry’s number one. Volkswagen is systematically continuing its successful multibrand strategy by integrating Porsche. Additional new growth opportunities will emerge for Porsche under the umbrella of the integrated group. Following constructive talks, we have agreed a solution that reflects the interests of all parties. I am convinced that the outcome of this integration will be the best vehicles for our customers, secure jobs and the creation of long-term value for our shareholders.”

The integrated group combines sound strategic logic, an attractive financial proposition and social responsibility

The combination of Volkswagen and Porsche will see the emergence of an integrated automotive group with unit sales of around 6.4 million vehicles and more than 400,000 employees. The key financial figures of the combined company will see a sustained improvement, in particular due to the healthy level of profitability and the expected strong growth of the Porsche vehicle range.

The creation of this integrated group with ten strong brands led by Volkswagen follows a compelling industrial logic: the integration of Porsche AG and the automobile trading business of Porsche Holding Salzburg will allow Volkswagen to further extend its position as the world’s leading multibrand group. The integrated group will hold a leading position in terms of global market presence, segment coverage, technology and innovation, global purchasing power and manufacturing base. It offers attractive growth prospects thanks to its superior modular systems, solid financial position, effective management and excellent employees.

Porsche’s outstanding technical expertise and its unique legend will enhance the value of Volkswagen’s brand family. The product ranges are highly complementary, and adding Porsche will enable a significant expansion of the integrated group’s position in the premium segment. With the addition of the development center Weissach, the group’s innovation leadership will be further enhanced. Additionally, the integration of Porsche Holding Salzburg’s highly profitable automobile trading business will considerably strengthen the Volkswagen Group’s distribution activities. Porsche Holding Salzburg has a footprint in 13 Eastern European and five Western European countries, as well as in China, and its pronounced retail expertise already makes it a key partner today for Volkswagen’s market success.

Porsche’s independence in the integrated group will be safeguarded, in line with Volkswagen’s proven decentralized management model. As is the case today with Audi and other successful group brands, Porsche will retain its identity, while at the same time benefiting from its membership of the integrated group. Under the comprehensive agreement, Porsche will be an independent company headquartered in Zuffenhausen, retaining its independent structures. Additionally, Porsche AG’s employee representatives will be able to participate in the elections to Volkswagen AG’s Supervisory Board following the merger.

Volkswagen’s proven management model will enable all potential synergies to be realized quickly. In the long term, this will increase annual operating profit in the group by a total of around EUR 700 million.

With new, additional models, unit sales of Porsche vehicles will increase substantially. CEO Winterkorn: “We want to write a new chapter in a history of sustainable growth. This will help us safeguard high-quality jobs in Germany for the long term and create new ones.”

Transaction structure: a fair price and solid financing

Under the comprehensive agreement, the combination of Volkswagen and Porsche to form an integrated group with ten strong brands under a common group-wide leadership will be achieved in several stages, and is expected to be completed in the course of 2011. Commenting on the overall concept that has been agreed, Hans Dieter Pötsch, Volkswagen Aktiengesellschaft’s CFO, said: “It combines the greatest possible degree of certainty that the transaction will run smoothly with the creation of a stable ownership structure, a fair price and very solid financing. It also reflects the interests of all parties and safeguards Volkswagen’s solid financial position and strong rating.”

In the first step, Porsche Automobil Holding SE plans to sell most of its options on Volkswagen shares to Qatar. Successful completion of these talks, which are already at an advanced stage, would be a key step on the way to becoming an integrated automotive group. Exercising the options would result in Qatar becoming Volkswagen’s third anchor shareholder.

At the same time, Porsche will seek the support of its lending banks for the overall concept that has now been agreed to further safeguard its financial stability, and will negotiate a new financing structure with them.

Provided that these talks are successful, and if Qatar acquires the portfolio of options, Volkswagen will then take a 42.0 percent stake in Porsche AG by the end of 2009. Based on the comprehensive due diligence and valuation process that has been performed a value of EUR 12.4 billion has been determined for the company as a whole, including the expected synergy effects. On this basis, and after factoring in Porsche’s debt, Volkswagen is expected to pay approximately up to EUR 3.3 billion for the 42.0 percent stake.

To finance its investment in Porsche AG and safeguard its rating, Volkswagen is planning a capital increase in the first six months of 2010 by issuing new preferred shares. The Supervisory Board will address the issue and resolve the details in the near future. Such a capital increase requires the approval of the shareholders, which is expected to be obtained at an Extraordinary General Meeting by the end of this year.

Another component of the overall concept is that the family shareholders will sell to Volkswagen the operating business of the separately owned Porsche Holding Salzburg. An enterprise value of EUR 3.55 billion has been determined for Europe’s largest automobile trade company, with unit sales of most recently 474,000 vehicles. The trading business can be sold starting in 2011. In this case too, however, Porsche Holding Salzburg will retain its current structure and responsibilities as an organizational unit, and family members will remain represented in the company’s governing bodies.

The family shareholders will use the bulk of the proceeds from the sale of the trading business of Porsche Holding Salzburg to increase the ordinary share capital of Porsche SE. This capital increase is designed to further improve Porsche SE’s financial situation and will happen before the intended merger with Volkswagen. The increase in the ordinary share capital will be accompanied by the issuance of new Porsche SE preferred shares.

Following this, a financially stable Porsche SE will be merged with Volkswagen – the final step in the combination of the two companies. The merger requires the approval of the general meetings of both companies. Completion is expected in the course of 2011.

The precise shareholder interests following a merger are not yet final and depend on the volume of any capital increases, the cash flow and liquidity or debt situation of the two companies, and on the merger ratio for Volkswagen and Porsche SE established at the time of the merger. However, the Porsche and Piëch family shareholders will remain the largest shareholders at Volkswagen, and the State of Lower Saxony will continue to be the second-largest shareholder in the Volkswagen Group in the future.

According to the comprehensive agreement, the status of Lower Saxony will in future be explicitly anchored in Volkswagen’s articles of association. It is envisaged that Lower Saxony will be entitled to appoint two members of the Supervisory Board. The existing blocking minority rule will be reaffirmed – at Volkswagen, key decisions by the Annual General Meeting require a qualified majority of more than 80 percent of the share capital represented at the AGM.

There are also plans to offer a substantial investment opportunity to the worldwide employees of the integrated automotive group. The employee participation model will be implemented via an employee foundation to be established by the group works councils of Volkswagen AG and Porsche AG.