Scania Says "Nej" to Porsche Takeover
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In the first workday of 2009, Porsche announced that it had acquired indirect control of Scania AB by increasing its holding in Volkswagen to approximately 50.76 percent of shares with voting rights in Volkswagen. As a result of this increase and the fact that Volkswagen's interest in Scania exceeds the statutory threshold of 30 percent of all voting rights, Porsche acquired indirect control of the Swedish company according to domestic takeover law.
It was therefore obliged to announce an offer for those Scania shares that are not under its direct or indirect control. And Porsche did exactly that. On 19 January 2009, Porsche published a mandatory offer to acquire all shares in Scania that are not held by Volkswagen. The price per share offered by the German company is of 68.52 SEK (6.33 euros at the time) for a type A share and 67.10 SEK (6.20 euros) for type B.
The price only corresponds to the minimum required by applicable rules and is 15 percent lower than it should have been, says Scania. Porsche officials stated that the offer was only made in compliance to the Swedish takeover law and that they have no interest in acquiring shares and no plans in regards to future operations. Scania didn't give it much thought and with the help of Deutsche Bank and Morgan Stanley decided to advise stock holders not to accept Porsche's offer.
Under the takeover rules is required to express its views on the effects of the offer on Scania. Given that Porsche denied that it had plans for the future operations of Scania, the company was unable to evaluate what the potential impact of the offer would be on future operations, its employees or management, including employment conditions or the locations where Scania operates.
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