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VIPsight

Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.
     

VIPsight International


VIPsight - May 2011


COMPANIES


EADS seeks German shareholders

So far, meetings with the board are a privilege reserved to French shareholders of the European Aeronautic Defence and Space Company EADS. Independently of the general meeting, which is traditionally held at the firm’s formal headquarters in Amsterdam, the EADS grandees annually hold an information meeting on questions of French shareholders. Against the background that the German carmaker Daimler wants to reduce its current stake in EADS further, the Federal Government is considering taking some of Daimler’s shares, to preserve the delicate Franco-German balance. As an alternative, private investors are to be advertised to more. EADS is listed on the CAC 40 in France, but quoted in Germany only in the MDAX, as the headquarters of the group is abroad. Therefore, the aerospace giant has an estimated 600,000 small shareholders in France and only about 120,000 in Germany, most of them probably employees. To make the company palatable to private German shareholders, on 5 July Financial Officer Hans Peter Ring and the head of the defence division Cassidian, Stefan Zoller, want to answer investors’ questions. Also on board is shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW), which wants to stir up German investor interest in EADS.

 

Hapag Lloyd in a difficult time

In late March, a “public offering on 15 April” still seemed within sight, or at least so the German media presented it. But then came the crisis in Japan and the uncertain situation in Libya, and there was no more talk of an IPO of the world's sixth-largest container-shipping company, Hapag Lloyd. In early April, the news agency Reuters surprisingly reported that the Omani government fund Onyx had taken a 15 percent share of the Hamburg shipping company. Hapag-Lloyd parent TUI castigates this as a hoax. It accepts that TUI had set a dual-check process on track: in consultation with the Albert Ballin consortium, both an IPO and the search for anchor investors were initiated. Accordingly, the Group was continuing talks with potential investors. The Frankfurter Allgemeine Zeitung mentions, besides Onyx, the Chinese conglomerate HNA. TUI, Europe’s largest tourism company, wants to reduce its involvement in the Hamburg company to around ten percent in the medium term. Currently the Hanoverians hold 49.8 percent of the shares. With effect from May, they have sold Hapag-Lloyd co-owner Klaus-Michael Kühne an 11.3 percent package. If the TUI stake in Hapag Lloyd continues to fall, the DAX group will have to pass its second seat on the board to Kühne’s logistics firm. An IPO long seemed the easiest way for a TUI exit. But in parallel, the search for new anchor investors always continued. What will come out at the end of the process is still open, a TUI spokesman told Insight. What is important for Hapag Lloyd is to pull new investors into coming capital increases. Only then could more ships be bought, to defy the competition.

 

Tognum shareholders reluctant

Tognum shareholders have time until 18 May to accept the joint bid by Daimler and Rolls Royce. The joint venture Engine Holding created for the purpose of the acquisition is offering shareholders of the engine specialists from Friedrichshafen €24. Thus, the offer is worth 3.2 billion euros. However, the Tognum view is that while welcome in principle, it is still far too low. Even shareholder Guy Wyser-Pratte refused to accept it. €24 was the price obtained at the 2007 IPO. Since early March, the Tognum share has been quoted at almost €26, well above the offer, and so to date only 0.03 percent had accepted the offer. Daimler already holds 28.4 percent of the Tognum shares and hopes that by the end of the offer period the necessary 50 percent plus one share will come together, so that the Engine Holding offer comes into play.

 

Deutsche Börse bides its time

NYSE CEO Duncan Niederauer defended the possible merger of NYSE Euronext and Deutsche Börse into the world's largest financial centre at the general meeting of the American market operator on 28 April. He again estimated the synergy potential at 400 million euros annually. The NYSE’s shareholders would still have to vote on the merger at a special meeting on 7 July. Many investors fear going under in the merged global exchange operator, and urged Niederauer also to hold talks with the Nasdaq, whose $11,300,000,000 hostile bid jointly with the Intercontinental Exchange is significantly higher than that of the Frankfurt market operator at 10.1 billion dollars. The two exchange operators would approach shareholders directly with the offer, it was stated on 28 April. The publication of the bid to Deutsche Börse shareholders, which has been before the Federal Financial Supervisory Authority (BaFin) for a permit since 12 April, was expected in early May, according to Börse chief Francioni. The acceptance period is to be ten weeks.

 

Takeover poker at Roth & Rau

For Meyer Burger, the planned complete acquisition of Roth & Rau could turn out more expensive than was thought. Black Forest solar company Rena has positioned itself as another opponent. But not only the Freiburg entrepreneur Jürgen Gutekunst is getting in the way of the Bernese Oberland business centre, with the April increase of his participation in the Saxon solar-installation builder to more than ten percent. The largely unknown Cypriot Investor KLK too has expanded its share of Roth & Rau to 5.19 percent in recent days. Gutekunst wants no influence over appointments to administrative, managerial and supervisory bodies, and KLK’s intentions were not hostile either, according to a spokesman. Meyer Burger has so far been offering €22 per share. However, demand and speculation on a higher bid has increased the market price of Roth & Rau shares to around €23.