Porsche Automobil Holding SE: Basic Agreement between Porsche SE and Volkswagen AG on the foundation of an integrated car group
Porsche Automobil Holding SE / Strategic Company Decision
Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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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 Volkwagen 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 percent of Volkswagen in Dr. Ing. h.c. F. Porsche AG,
the 100 percent 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 Euro 3.3 billion based on an enterprise value of
Porsche AG of Euro 12.4 billion.
* 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
(gekreuzter Bezugsrechtsausschluss). 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 percent. The implementation of such Appointment Right (Entsendungsrecht)
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 percent of the capital represented in the shareholders
meeting pursuant to the German Stock Corporations Act, require a majority
of more than 80 percent 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.
13.08.2009 Financial News transmitted by DGAP
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Language: English
Issuer: Porsche Automobil Holding SE
Porscheplatz 1
70435 Stuttgart
Deutschland
Phone: +49 (0)711 911-11000
Fax: +49 (0)711 911-26375
E-mail: info@porsche.de
Internet: www.porsche-se.com
ISIN: DE000PAH0038
WKN: PAH003
Listed: Regulierter Markt in Berlin, Frankfurt (General Standard),
München, Stuttgart; Freiverkehr in Hannover, Düsseldorf,
Hamburg; Terminbörse EUREX
End of News DGAP News-Service
