Η Volkswagen και η Porsche ανακοίνωσαν σήμερα ότι δημιουργούν ολοκληρωμένο όμιλο αυτοκινήτων από την 1η Αυγούστου του 2012. Οι σχετικοί φορείς ενέκριναν σήμερα το σχέδιο το οποίο θα επιτρέψει οι δύο εταιρίες να γίνουν ένα μέσα στα επόμενα δύο χρόνια. Η Porsche SE θα λάβει περίπου 4.46 δις ευρώ με την Volkswagen να παίρνει το υπόλοιπο 50.1% της Porsche. Η Porsche θα χρησιμοποιήσει τα χρήματα αυτά ώστε να αποπληρώσουν τραπεζικές υποχρεώσεις ύψους 2 δις ευρώ. Αναλυτικές λεπτομέρειες μπορείς να βρεις στο δελτίο τύπου που ακολουθεί.

[Πηγή: VW Group, Porsche]

Δελτίο Τύπου

Volkswagen and Porsche create integrated automotive group

  • Accelerated integration model permits combination of automotive business with expected effect as from August 1, 2012
  • Porsche’s automotive business will be contributed in full to the Volkswagen Group ahead of schedule for around €4.46 billion plus one Volkswagen ordinary share
  • Net synergies of approximately €320 million from the accelerated integration will be split 50:50 between the two companies
  • CEO Prof. Dr. Martin Winterkorn: “Good for Volkswagen, good for Porsche and good for Germany as an

Wolfsburg, 04 July 2012 – Volkswagen Aktiengesellschaft and Porsche Automobil Holding SE (Porsche SE) are to create the integrated automotive group through the contribution in full of Porsche’s automotive business to the Volkswagen Group, with the move expected to already take effect as of August 1, 2012. The relevant governing bodies of the two companies approved the plan for this today. The move will allow the integrated automotive group consisting of Volkswagen and Porsche to become reality some two years earlier than would have been economically feasible under the put/call options provided for in the Comprehensive Agreement signed in August 2009. Porsche SE will receive around €4.46 billion and one Volkswagen ordinary share as consideration for contributing the 50.1 percent of Porsche AG not yet owned by Volkswagen. “The unique Porsche brand will now become an integral part of the Volkswagen Group. That is good for Volkswagen, good for Porsche and good for Germany as an industrial location. Combining their operating business will make Volkswagen and Porsche even stronger – both financially and strategically – going forward. We can now cooperate even more closely and jointly leverage new growth opportunities in the high-margin premium segment through targeted investments in pioneering products and technologies. This will benefit our customers, our employees and our shareholders”, said Prof. Dr. Martin Winterkorn, Chairman of the Board of Management of Volkswagen Aktiengesellschaft.

The two companies announced last September that it would not be possible to implement the merger of Volkswagen AG and Porsche SE provided for in the Comprehensive Agreement signed in 2009 by the end of 2011, as had been agreed. In addition, the tax treatment of the put/call options provided for in the Comprehensive Agreement does not allow the automotive business to be integrated on economically feasible terms before the second half of 2014. The two companies have therefore been exploring alternative ways of achieving their common goal of an integrated automotive group that can be implemented by all parties at an earlier point in time.

The accelerated integration model that has now been agreed is based on the Umwandlungssteuergesetz (Reorganization Tax Act) and the Umwandlungssteuererlass (Taxation of Reorganizations Circular) which was published at the end of 2011, as well as advance rulings from the relevant tax authorities, and can be implemented on economically feasible terms. Under the structure developed jointly by the two companies, Porsche SE will contribute its operations as a holding company, including its 50.1 percent Porsche stake, to Volkswagen Aktiengesellschaft, which already holds indirectly 49.9 percent of Porsche AG. Once the transaction has closed, Volkswagen will hold 100 percent of the shares of Porsche AG via an intermediate holding company. In return, Porsche SE will receive a consideration totaling around €4.46 billion plus one ordinary share of Volkswagen. The cash consideration is based on the equity value of €3.88 billion for the remaining shares of Porsche AG set out in the Comprehensive Agreement, plus a number of adjustment items. Among other things, Porsche SE will be remunerated for dividend payments from its indirect stake in Porsche AG that it would have received as well as for half of the present value of the net synergies realizable as a result of the accelerated integration, which amount to a total of approximately €320 million.

“The accelerated integration will allow us to start implementing a joint strategy for Porsche’s automotive business more quickly, to realize key joint projects more rapidly, and hence to leverage additional growth opportunities in attractive market segments. It will also enable Volkswagen AG and Porsche AG to concentrate fully on their operating business by making day-to-day cooperation much simpler”, said CFO Hans Dieter Pötsch.

The consolidation of Porsche’s highly profitable automotive business, which is expected to take effect as from August 1, 2012, will have a positive impact on Volkswagen’s consolidated profit. With regard to operating profit for the current fiscal year, the initial high depreciation and amortization charges resulting from the so-called purchase price allocation are expected to largely offset the earnings contribution. As a consequence of the consolidation of Porsche’s automotive business, Volkswagen must remeasure its existing shares in Porsche Zwischenholding GmbH at their fair value. For the current year, based on the measurement parameters as of March 31, 2012, this will result in a clearly positive noncash effect of more than €9 billion in the Volkswagen Group’s financial result. Net liquidity in the Automotive Division is expected to decline by a total of approximately €7 billion. Apart from the cash consideration of around €4.46 billion, the initial consolidation of Porsche AG’s negative net liquidity – expected to be around minus €2.5 billion – will impact liquidity at the Volkswagen Group.

“The course we are following makes strategic sense and will bring sustained benefits for all stakeholders, it creates transparency as to future developments, and lays the foundations for swiftly intensifying cooperation between Volkswagen and Porsche AG. For Volkswagen, our sound financial and liquidity position and maintaining our strong rating are also important”, CFO Pötsch continued.

Porsche SE and Volkswagen AG create Integrated Automotive Group

Boards pass concept for accelerated creation of the Integrated Automotive Group between Porsche and Volkswagen / One-time positive effect on earnings / Porsche SE as financially strong holding company continues to be significantly involved in growth of Volkswagen AG

Stuttgart, 4 July 2012. Porsche Automobil Holding SE (Porsche SE), Stuttgart, and Volkswagen Aktiengesellschaft (Volkswagen AG), Wolfsburg, are expected to achieve their shared goal of creating the Integrated Automotive Group on 1 August 2012. The competent bodies and the executive boards responsible at both companies have approved a concept for the complete integration of Porsche AG into the Volkswagen Group. According to the concept, Porsche SE will contribute its holding business operations, including its 50.1 percent investment in Porsche’s operating business, to Volkswagen AG. The consummation of the transaction will make Volkswagen AG sole owner of Porsche’s business operations.

“The accelerated implementation of the shared goal will make Porsche SE a financially strong holding company with attractive potential for increasing value added. We are creating clearly defined, sustainable structures and a solid outlook for Porsche SE’s future,” said Matthias Müller, member of the Porsche SE executive board. “In their operating business, Porsche and Volkswagen will now be able to leverage synergies at an earlier stage and cooperate more easily. Porsche SE, as the largest Volkswagen shareholder, will also benefit greatly from this.”

Porsche SE will receive a cash amount of about 4.46 billion euro from the transaction, as well as one new ordinary Volkswagen AG share. This cash amount includes the base purchase price agreed upon in the basic agreement and discounted to today’s fair value for Porsche SE’s 50.1 percent share in Porsche’s operating business as well as the fair value of dividend payments from this investment due to Porsche SE from now until 2014. Economically, this means that Porsche SE will be in the same position today, as regards to its 50.1 percent share in Porsche’s operating business, as it would be if Volkswagen exercised its call option, as provided for in the basic agreement of 2009, in August 2014. The cash amount of about 4.46 billion euro additionally includes, also at today’s fair value, half of the possible additional net synergies made possible by the accelerated creation of the Integrated Automotive Group totaling some 320 million euro, as well as the fair value of the other Porsche SE assets that will be contributed to Volkswagen AG. The accelerated creation of the Integrated Automotive Group can be implemented at economically viable conditions on the basis of the German Transformation Tax Act and the German Transformation Tax Decree published at the end of 2011, as well as binding rulings from the competent financial authorities.

Due to the contribution, the investment in Porsche’s operating business will no longer be accounted for at equity in the consolidated financial statements of Porsche SE, probably as of July 2012, with the result that no further profits from investments accounted for at equity will be attributable to Porsche SE from this investment. After the contribution has been performed, Porsche SE will, however, continue to hold a share of 32.2 percent of Volkswagen AG’s capital and will therefore participate indirectly in the result of Porsche’s operating business as well as benefiting from the realization of the full synergy potential of the Integrated Automotive Group in the future.

The contribution transaction itself will result in a one-time positive effect on earnings presumably in the amount of about 7 billion euro in the consolidated financial statements of Porsche SE. This results in particular from the contribution of Porsche SE’s share in Porsche’s operating business as well as the put and call options relating to this share. Moreover, the effect on earnings takes into account the effect of the transaction on accounting for the share in Volkswagen AG at equity. As the effect on earnings is determined on the basis of valuations still to be updated as at the envisaged date of contribution, i.e. 1 August 2012, the amount may still be subject to changes. The existing put and call options, which will terminate with consummation of the transaction, will have no further effects on the Porsche SE group’s net assets and results of operations.

Porsche SE will initially use the cash of about 4.46 billion euro that it receives to repay bank liabilities of 2.0 billion euro in full. The major portion of the liquidity remaining thereafter is intended to be used for strategic equity investments, focusing along the automotive value chain.