VW Claims Victory

Volkswagen majority shareholder in MAN

  • Approval by merger control authorities paves the way for MAN ´s close cooperation with Volkswagen and Scania

  • All completion conditions fulfilled, tendered shares transferred

  • Substantial purchasing, production and R&D synergies

  • Clear commitment by Volkswagen to employees, locations,

    business areas and independent brands

    The majority takeover of MAN SE by Volkswagen AG is complete. The only remaining condition for completion of the mandatory public offer made to MAN SE shareholders by Volkswagen AG has been fulfilled following clea-rance of the transaction by the Chinese merger control authorities on 3 No-vember 2011. Prior to this, the transaction had already been approved by the European Commission, as well as numerous other authorities.

    All shares tendered to Volkswagen AG by MAN SE shareholders in res-ponse to its offer of 31 May 2011 have now been transferred to the new majority owner. Volkswagen now holds a total of 55.90 percent of the voting rights in MAN and 53.71 percent of its share capital. This clears the way for close cooperation between MAN, Volkswagen and Scania.

    Deeper cooperation between MAN, Volkswagen and Scania is aimed at sustaining the growth path pursued by the Munich-based vehicle and engi-neering specialist and promoting ongoing expansion of its position as one of the world ´s leading transport-related engineering enterprises. Together, the companies will create one of the world ´s leading suppliers of commer-cial vehicles.

Following conclusion of the mandatory offer, Georg Pachta-Reyhofen, Chief Executive Officer of MAN SE, stated that, "Today we are opening up a new chapter in the 253-year history of the company, which is set to conti-nue. At the same time, we shall retain our special MAN identity marked by innovation, the art of engineering and international positioning. The success achieved by MAN, Volkswagen and Scania is based on identical values. We are therefore all convinced of the industrial logic behind close coopera-tion and are taking an open and committed approach to the new partnership."

Closer cooperation will form a basis for exploiting extensive synergy poten-tial. The companies involved anticipate that synergies amounting to at least€200 million per annum can be achieved, mostly in the procurement sector. In the long term, substantial additional potential lies in intensive cooperation in the production sphere, as well as in the field of research and develop-ment.

The partnership with the Volkswagen Group also offers attractive prospects for MAN employees. Volkswagen ´s clear commitment to MAN ´s brands, business areas, locations and employees is a definite sign of the stability, sustainability and esteem on which our mutual cooperation will be based. No personnel cuts are planned in the course of the amalgamation process. MAN ´s headquarters will remain in Munich, all the company ´s sites should be retained unchanged and the independence of its brands preserved.

Navistar, Icahn Reach Agreement on Board Elections

(Taken from Marketwatch)

Navistar International Corp reached an agreement with investor Carl Icahn that requires the commercial truck maker to conduct annual elections of its directors and eliminate the current staggered terms for directors.

Navistar also agreed to refrain from increasing the size of its board above 11 directors or adopting a so-called poison pill provision that could block Icahn and his affiliates from launching a tender offer for Navistar's shares.

In return, Icahn won't offer his own slate of candidates for election to the company's board next year and will support the directors recommended by the company.

"So long as the company has complied and is complying with its obligations set forth in this agreement, no member of the Icahn Group shall...solicit proxies or written consents of stockholders, or conduct any other type of referendum (binding or non-binding) with respect to the voting securities," said the agreement, filed Tuesday by Icahn with the U.S. Securities and Exchange Commission.

Electing just a few directors a year is a common strategy used to thwart activist investors like Icahn from easily gaining control of a company's board. Under the accord, the three Navistar directors up for election at company's 2012 annual meetings will serve one-year terms instead of three. The directors up for election in 2014 will serve one-year terms as well, as the company's staggered board structure is dismantled. All board nominees will be elected on an annual cycle as of the 2014 shareholders meeting.

Navistar Chairman and Chief Executive Dan Ustian said the company believes the change strengthens its corporate governance practices.

"Navistar's board and management team are committed to acting in the best interests of the company and all its shareholders," Ustian said in a written statement. "We also are pleased to have reached an agreement with Mr. Icahn that includes his support for our board nominees."

The agreement with Illinois-based Navistar appears to defuse some of the uncertainty about Navistar's future since Icahn and his investment affiliates acquired just under 10% of Navistar's stock this fall. Icahn is known for promoting his own candidates to boards of companies he invests in to carry out management shakeups or pursue the sale of the companies.