Daimler AG said Wednesday that as planned it is reducing its equity interest in EADS by approximately 7.5%, or 61.1 million shares, before the end of 2012. The EADS shares will be sold for a uniform price to KfW, private Dedalus investors and institutional investors by way of an accelerated book building (ABB).
As part of this ABB process, KfW has made an offer for a volume of 2.76% of the EADS shares. As part of the ABB process, some private Dedalus investors have also made an offer for a total volume of 1.9% of the EADS shares.
In parallel, these private Dedalus investors will sell their shares in Dedalus GmbH & Co. KGaA (and thus their indirectly held EADS shares) to KfW and will therefore participate in Daimler’s ABB process in order to cancel their hedging instruments, which they had entered into in relation to their EADS shares. Daimler intends to preferentially allocate shares to these investors in the ABB process.
The ABB sale process will be initiated immediately; the final sale price will probably be set on December 6, 2012. The sale of EADS shares by Daimler is taking place in close consultation with KfW and the German government.
As previously announced, Daimler, KfW and the existing Dedalus investors have also agreed on the future structure of the Dedalus investor consortium, which currently holds approximately 7.5% of the EADS equity. Accordingly, KfW has made an offer to the Dedalus Investoren Allianz, Commerzbank, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley, Landeskreditbank Baden-Württemberg-Förderbank and Süd-Kapitalbeteiligungs-Gesellschaft to buy their indirectly held EADS shares on the basis of the price achieved in the ABB. This means that when the transaction is closed, all private investors, Landeskreditbank Baden-Württemberg-Förderbank and Süd-Kapitalbeteiligungs-Gesellschaft will have withdrawn from the Dedalus consortium. The voting rights of the Dedalus consortium are to be exercised by Daimler until the extraordinary shareholders’ meeting of EADS in 2013.
“As a founding member, we have successfully accompanied EADS on its way to becoming a world market leader over a period of more than ten years. We welcome this reorganization of the shareholder structure with limited state influence. Together with the planned protective mechanisms concerning state influence, EADS is ideally placed to face future challenges. At the same time, we have always stated that we want to concentrate on the core business of automotive manufacturing and mobility services. Our divestment of EADS shares is made in accordance with the interests of the Federal Republic of Germany. We will invest the proceeds of the sale in the global growth of our divisions and the extension of our technological leadership,” said Bodo Uebber, Member of Daimler’s Board of Management for Finance & Controlling and Financial Services.
The implementation of the new shareholder agreement at EADS is subject to an extraordinary meeting of the EADS shareholders, which will probably be held in the first quarter of 2013.
Following the conclusion of the ABB process, Daimler will continue to hold 7.5% of the shares of EADS, whereby Daimler has a commitment vis-à-vis the bank consortium on a market-protection agreement (a so-called lock-up) for 180 days following the ABB.
In addition, Lagardere SCA, SOGEPA, SEPI und KfW have generally agreed not to sell any additional EADS shares on the market until the extraordinary shareholder meeting of EADS, however no later than July 31, 2013.
“In principle, we intend to further reduce our equity interest in EADS. We will decide in due course on the exact date and procedure,” explained Bodo Uebber.
Goldman Sachs and Morgan Stanley have been engaged by Daimler as joint bookrunner for the ABB process. JP Morgan is acting as financial advisor to Daimler.