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VW takes majority stake in MAN

From The Wall Street Journal| July 04 , 2011

The Wall Street Journal (Frankfurt) - Volkswagen AG took a major step toward forging a European truck alliance that could take on the world's biggest truck makers—Daimler AG and Volvo AB—by obtaining a 55.9% voting stake and 53.7% of the share capital in MAN SE through a low-ball offer.

"Volkswagen is more than pleased with the result," Chief Executive Martin Winterkorn said Monday in a statement.

Europe's largest auto maker by sales launched the bid in May to clear the way for closer cooperation with—and potentially a merger of—MAN with its Swedish Scania AB heavy-truck unit.

In May, Volkswagen raised its stake in MAN to just above 30% from 29.9%, which triggered a mandatory takeover bid for the whole company under German takeover rules. VW offered €95 for each MAN common share and €59.90 for each preferred share, valuing the company at about €13.7 billion ($19.9 billion).

The offer was below MAN's share price at the time because VW didn't aim to secure a majority stake straight away. However, MAN's share price temporarily fell below VW's offer price, sparking speculation that more shareholders would sell their stock.

VW initially aimed to get a stake of between 35% and 40% so it had a solid voting majority at shareholder meetings. It was also seeking merger clearance control from antitrust authorities for a closer cooperation with Scania. At the moment, MAN and Scania can't reap significant cost synergies—such as through joint purchasing—without breaching antitrust rules.

The exact timing of a potential deal, however, remains uncertain as VW is still awaiting regulatory approval for a deal.

Volkswagen said it "will continue to work expeditiously in close cooperation with the relevant authorities towards obtaining the required regulatory approval".

At MAN's shareholder meeting last week, Volkswagen had to delay its plan to elect Mr. Winterkorn, Chief Financial Officer Hans Dieter Poetsch and truck-unit coordinator Jochem Heizmann as supervisory-board members at the Munich-based firm after the European Commission voiced antitrust concerns.

The commission warned the board reshuffle could breach antitrust rules that prevent a merger or an acquisition being implemented before competition regulators have a chance to review the deal.

According to previous statements, Volkswagen is aiming for initial cost synergies of at least €200 million a year and significantly higher savings in the long run. The savings are to be achieved, for example, through joint purchasing and research and development.

Volkswagen's move at MAN came as a surprise to investors in May, because company executives had previously said a bribery scandal at MAN's former Ferrostaal division was a deal-breaker.

MAN is still locked in a legal dispute with Abu Dhabi's International Petroleum Investment Co. over a bribery scandal at its former unit. IPIC bought a 70% stake in Ferrostaal in 2009. The ongoing bribery investigation relates to the time when Ferrostaal was still part of MAN.

Volkswagen said in its offer document that it believes "there is a considerable risk of substantial financial burdens for MAN" related to the Ferrostaal dispute. Compliance issues have been a concern at MAN in recent years.

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