Accordo EADS - BAE Systems?

[Andrea75]

Political Issues Torpedo EADS-BAE Merger

[Andrea75]

acnche se il matrimonio è sfumato il lo segnalo ugualmente The impact on UK Defence of the proposed merger of BAE Systems and EADS

[Duplex]

acnche se il matrimonio è sfumato il lo segnalo ugualmente The impact on UK Defence of the proposed merger of BAE Systems and EADS

 

La fusione BAe con EADS risponde a mio avviso solo ad un principio finanziario, costituire in termini di dimensioni e fatturato una azienda globale in grado di competere con Boeing e LM, tuttavia la integrabilità dei business presenti è difficile, e forse non consigliabile da un punto di vista gestionale e di strategie future.

 

I tre governi interessati hanno poi obiettivi divergenti e non vogliono recedere dalle loro quote di controllo. Dunque perché qualcuno ha fatto questa proposta? Disinformazia? O solo una partita giocata da abili pokeristi che in realtà vogliono "fondersi" comandando? In questo senso una azienda Italiana sarebbe perfetta, vedi il caso Agusta Westland, il 100% del capitale e degli investimenti è Italiano, ma chi guida strategie di prodotto, progettazione, linee di produzione e ritorni territoriali? I manager UK naturalmente! Anche grazie alle commesse del MoD UK, questo è avere idee chiare sulla egemonia geopolitica e finanziaria.

 

Cosa possiamo chiedere a questo nostro buon governo di tecnici, transitorio e di corto raggio? Nulla, purtroppo.

[Andrea75]

segnalo questo articolo BAE Systems-EADS: The rationale. Non aggiunge nulla a quanto già detto, ma confronta i princiali aspetti delle due industrie coinvolte

 

Proposed share of merged entity: BAE Systems 40% EADS 60%

 

Background

British Aerospace was created by the UK government in 1977. Between 1981 and 1985 it was fully privatised, although the government retained a golden share giving it veto rights over the firm. The company was renamed BAE Systems after its takeover of another UK firm, Marconi, in 1999 - a deal it pursued at the expense of a planned merger with the founders of EADS. BAE was the joint founder of Airbus with EADS in 2001, but sold its 20% share to the majority owner in 2006.

 

EADS was created in 1999 from the merger of Germany's DASA (the aerospace wing of the Daimler industrial group), France's Aerospatiale and Spain's Construcciones Aeronauticas. British Aerospace was also intending to participate in the merger, but belatedly dropped out. The four firms were already co-operating on various projects, the biggest being the Airbus line of planes. Airbus was incorporated into a separate subsidiary in 2001, initially owned 80% by EADS, and then 100% from 2006.

 

Employees

89,000 worldwide. BAE claims to be Britain's biggest manufacturing employer, with 18,000 engineers on its UK payroll. Its main sites are the shipyards in Barrow-in-Furness and Portsmouth, and its aircraft production line in Lancashire's Ribble Valley. BAE employs 3,600 people around Scotland - most of them on the Clyde.

 

136,000 worldwide. EADS employs 17,000 in the UK, notably in wing design and production at its facilities in Filton, near Bristol, and Broughton, North Wales. The firm also employs 50,000 people in each of France and Germany, and 25,000 people work for its suppliers across the two countries.

 

Turnover: BAE Systems £16.9bn ($27.3bn) EADS 52bn euros (£42bn; $67bn)

 

Profit: BAE Systems £1.24bn ($2bn) EADS 1.52bn euros (£1.21bn; $1.96bn)

 

Shareholders

BAE is listed on the London Stock Exchange. Its largest shareholder is currently the US asset manager Invesco, with 13%. The UK government retains a "golden share" in BAE, giving it certain veto powers, including the power to block a change of control of the company, and blocking any non-UK nationals from the top jobs at the company, or any foreign investor owning more than 15% of the company.

 

Just under half of EADS is floated on the stock exchange.

However, the company is jointly controlled by three national groups under the terms of a shareholders agreement, the details of which are not fully public:

German investors, led by industrial group Daimler: 22%

the French state and Lagardere together: 22%

the Spanish state: 5.5%.

Lagardere started out as an aerospace business, but under the leadership of its founder's son, Arnaud Lagardere, it has shifted its focus to the media industry. The company directly owns 7.5% of EADS (which it has reduced over time), but it has an agreement to manage the French state's 15% stake.

Spain exercises minimal influence through its stake.

 

Main business lines

A major defence contractor, delivering and servicing military aircraft, ships, armaments and equipment, BAE ranks second in the global defence industry, some way behind Lockheed Martin of the US. BAE is also active in electronic warfare and cyber-intelligence.

 

EADS' biggest earner by far is Airbus, accounting for 62% of revenues in 2011. Airbus effectively operates within a global duopoly of the manufacture of civil aircraft along with Boeing of the US, and (like Boeing) also builds military aircraft. Other subsidiaries include a small defence business (Cassidian), helicopters (Eurocopter) and satellites (Astrium).

 

Geographical focus

The US is its main client. Some 45% of revenues came from the US market in 2011, including 27% from its platform business with the US military. The UK is also a staple market. However, the US and UK markets are shrinking due to defence spending cuts. In contrast, sales to Saudi Arabia (BAE's number three customer) are still growing.

 

About half of EADS' sales come from Europe, while a large (29%) and growing share also comes from Asia Pacific, due to the rapid development of civilian air transport in that region. The Middle East, although accounting for only 10% of sales, has also been growing very fast.

 

Political considerations

US: BAE is a privileged contractor of the US Pentagon, working on classified projects such as the new F-35 Joint Strike Fighter. The US was likely to be concerned about any deal that gave political control over BAE to the French and German governments. The business with the US is already carried out by an independent subsidiary to protect US national security interests from any possible UK influence. As part of the deal, the US business had been expected to be further "ring-fenced" by limiting the number of non-US nationals on its supervisory board to just one Briton - in other words, to the exclusion of any French or Germans. BAE and EADS also wanted to block any representatives of any government from sitting on the merged parent company's board, and to limit the shareholdings of the French and Germans to 9% each.

 

UK: BAE is closely intertwined with UK defence policy. For example, it will build the UK's new generation of Vanguard submarines. It is also a major UK employer. Employment and national security concerns prompted the parliamentary defence committee to launch a review of the merger. The UK government retains a veto over the merger by virtue of its "golden share" in BAE, and had reportedly threatened to use it if the merger was not deemed to be a good deal for the UK. It is unclear whether and how the UK would have surrendered its golden share as part of the deal.

 

France: The French government was concerned about potential job losses in France, as well as protecting a European "champion" firm from any possible future takeover by non-Europeans. The government also wanted the merged group headquarters to remain in EADS' home of Toulouse.

Meanwhile, Lagardere complained that the merger did not represent a good deal for EADS shareholders, and had called for a review.

 

Germany: The German government exercises considerable influence through the shareholding of the privately-owned Daimler. The company owns 15% of EADS directly, but controls a 22% stake under an agreement with other German shareholders. The German government has confirmed that it is continuing to negotiate a buy-out of Daimler's shares by the state-owned development agency KfW

 

The German government had similar concerns to the French. The two governments had suggested that their respective "stakes" in the merged firm be at least 9%, with the German government taking over some or all of Daimler's stake. Daimler's chief executive Dieter Zetsche would rather focus on Daimler's automotive business. Moreover, a memo from the German economy ministry obtained by Reuters complained (like Lagardere) that the merger did not represent a good deal, and did not contain safeguards against a possible future foreign takeover of the merged firm.

[Andrea75]

Arrivano le conseguenze: lo posto qui, ma potrebbe stare bene anche nella discussione su Airbus After merger collapse, fractured Europe faces new battle over Airbus

 

On a cloudy day in southwest France last month a frail 91-year-old Frenchman in a white shirt and white tie took the stage in front of 1,000 Airbus workers and VIPs and delivered a subtle warning.

...

The meaning of the revered engineer's message to Europe's feuding politicians and industry barons was plain: cooperate with each other or lose what you have built.

Just two weeks before the ceremony - to mark the start of production of the new Airbus A350 jet - talks between France, Germany and Britain to create a European aerospace and defence giant bigger than Boeing (BA.N) had collapsed in acrimony.

...

two confidential sets of demands sent by the German government before and during the talks and described to Reuters, as well as conversations with senior officials in Germany and France, confirm that the roots of the failure lay far deeper.

The mega-deal fell apart because of Berlin's growing resentment of what it saw as its loss of influence within EADS, wariness about France - sometime rival, sometime partner - and suspicion about the motives of the firm's German CEO Tom Enders.

...

Behind the scenes, however, German politicians led by Peter Hintze, a theologian and close party ally of Merkel, were deeply unhappy. Merkel's aerospace tsar believed the balance of power within Airbus had been tilting toward France for some time.

...

In November last year, Merkel's government decided that it would purchase a 7.5 percent stake in EADS held by Daimler. ... For Germany, this was a not just a battle for jobs, but for know-how and control.

 

 

... in attesa di ulteriori sviluppi?

[Andrea75]

un pezzo di EADS in vendita Lagardere to exit EADS ... le onde lunghe del fallito matrimonio?

 

French conglomerate Lagardere will sell its 7.5 percent stake in European aerospace group EADS by the end of 2013 and plans to list its 20 percent holding in pay-TV channel Canal+ by June.

Chief executive Arnaud Lagardere, also chairman of Airbus parent EADS, also said on Tuesday he would use the proceeds to reward shareholders, cut debt and make minor acquisitions.

"It is clear now with the French government and everybody inside EADS that we will leave probably, more than probably next year," he told a conference call.

...

The company's comment on EADS was the latest uncertainty around a Franco-German sovereign shareholder pact underpinning the group.

German carmaker Daimler has said it wants to exit EADS and has agreed to sell half its 15 percent direct stake this year to German state-owned development bank KfW.

Daimler holds voting rights of 22.5 percent in EADS, while Lagardere's holding is complemented by a 15 percent stake held by the French state.

EADS last month called off talks with British rival BAE Systems about a merger worth $45 billion. Lagardere had expressed doubts about the terms of the planned deal.

The merger hinged on France and Germany accepting a more limited role in the combined group than they wielded at EADS.

"The beauty of the negotiation with BAE is that everything was on the table - Daimler selling to the German government or not," Arnaud Lagardere said.

[Andrea75]

EADS to See Reshuffle of State-Owned Shares

 

Germany and France are reported to have struck a deal on a reshuffle of state-owned shares in European aerospace and defense group EADS. Berlin and Paris are likely to hold 12 percent of shares each.

The German state aims to take over 12 percent of the shares of European aerospace and defense giant EADS, the business daily newspaper Handelsblatt reported in its Tuesday edition. This would give Berlin a greater influence on decision making in the parent company of jet producer Airbus.

The newspaper maintained that Germany and France had agreed on a new scheme under which the two nations would in future hold a 12-percent state-owned stake in the company each.

The Handelsblatt said Germany's KfW bank would take over a 7.5-percent share package from carmaker Daimler, with much of the remainder to come from an investor group called Dedalus.

States want to call the shots

For France, the deal would mean a slight loss in direct state influence as Paris would have to reduce its current 15-percent stake. The report said there would be no change in the deal for Spain which would continue to hold 5.5 percent of EADS shares.

The strategically important aerospace company reported a surprising surge in third-quarter earnings and revenues earlier this month, largely due to a strong performance at Airbus. EADS maintained its forecast of a 10-percent increase in revenue for 2012.

[Andrea75]

Analysis: EADS revamp brings government out of industry's shadow

 

An imminent shake-up of EADS (EAD.PA) is expected to lead to a rise in state shareholdings in Europe's largest aerospace group, but in reality merely changes the rules for what is already a wary co-habitation.

Officials were putting finishing touches on Sunday to a deal to bring Germany on board with 12 percent of the maker of Airbus jets and Ariane rockets, at parity with France.

The move paves the way for an exit by founder companies Daimler (DAIGn.DE), the German carmaker, and French media firm Lagardere (LAGA.PA), increasingly viewed as state proxies.

Germany has not been a shareholder until now while France previously allowed itself to be represented by Lagardere. Spain will continue to hold up to 5.5 percent, leaving combined government shareholdings close to 30 percent and a larger float.

It is not the pure-market solution EADS Chief Executive Tom Enders, a critic of state interference, might have wanted.

But experts say it will clear the air by getting rid of a complex shareholder pact between France, Lagardere and Daimler in which it was not always easy to see who pulled the strings.

For critics of state involvement, an example of the risks now facing EADS unfolded even as the details were being worked out. The French government struck a deal for investment in a steel plant after publicly threatening its nationalization.

Few are in a better position to reflect on the love-hate relationship between state and industry than the plant's owner, Indian-born steel tycoon Lakshmi Mittal, head of ArcelorMittal.

Branded unwelcome in France by one minister for threatening steel jobs, he is also one of a core group of independent board members shaping EADS, which builds French nuclear missiles.

Officials say the strongest efforts will be made to avoid governments exerting pressure on EADS through the shareholdings.

Firstly, none of the government shareholders will have the broad strategic powers over industrial decisions which the French enjoyed -- but rarely used -- under the existing pact.

Measures such as a French veto on acquisitions over 500 million euros, which is small change in aerospace, will vanish.

Secondly, there are proposals to exclude actively serving civil servants from a radically altered board to be built around a new chairman and adopted by an extraordinary general meeting.

Finally, the combined blocks will represent far less than the current level of more 50 percent for governments or proxies. There are likely however to be guarantees on national security.

[Andrea75]

New EADS Rules Seek To Prevent Government Interference

 

EADS has announced that Germany will buy a direct 12 percent stake in the European aerospace and defense company, as Berlin works toward equal footing with Paris. The plan allows industrial shareholders Daimler and Lagardère to sell down their stakes and creates new rules designed to prevent governments from interfering with operations and strategy.

“France and Germany intend to build equal ownership positions, while the present core industrial shareholders Daimler AG and Lagardère SCA, are provided with a path to partially divest and will eventually be free to trade their shares at their discretion,” EADS said in a Dec. 5 statement.

“France, Germany and Spain have agreed on a capped government shareholding (approximately 12 plus 12 plus 4 percent),” EADS said.

Lagardère, a family-controlled company, said in a statement it welcomed the shareholder agreement, which will deliver a “normal governance” and allow the company to sell the bulk of its EADS stock.

The number of EADS shares on the market will rise to more than 70 percent compared to 49 percent as the new agreement is implemented.

As part of the new shareholders’ plan, EADS will buy back and cancel a total 15 percent of the shares in a two-stage deal. A first tranche of buy back will be for up to 7.5 percent and open to all EADS stockholders. A second tranche, also for up to 7.5 percent, will be reserved for Lagardère to sell.

“National defense companies” will be formed to protect specific French and German national security interests, EADS said. The companies will hold sensitive military assets. Berlin and Paris have agreed to three outside directors to sit on the board of respective national defense companies.

New rules seek to prevent any government interference in the running the company or strategic decisions.

“Under the new governance scheme, no veto right will be given to any group of directors in the board or any shareholder in the shareholders meeting,” EADS said.

The new agreement replaces a shareholders pact set up in 2000 when EADS was created from the merger of Aérospatiale Matra of France, DaimlerChrysler Aerospace of Germany and Construcciones Aeronauticas SA of Spain.

The future EADS board will have 12 members, including eight non-executive members. The majority of directors and two thirds of the executive committee will be EU nationals.

[Andrea75]

comunicato ufficiale EADS EADS Governance and Shareholding Structure Receives Far-Reaching Overhaul

 

 

Present shareholder pact expected to be replaced by a normal company governance scheme

Daimler AG and Lagardère SCA to largely reduce their stakes, Germany and France intending to ultimately hold up to 12% each, Spain circa 4%

EADS intends to propose a share buy-back of up to 15% of outstanding shares – subject to market conditions and shareholder approval

Free Float of EADS shares should therefore ultimately increase from 49% to over 70%

 

The EADS Board of Directors and the company’s core shareholders have agreed on a far-reaching change of the company’s shareholding structure and governance.

 

This agreement aims at normalising and simplifying the governance of EADS while securing a shareholding structure that allows France, Germany and Spain to protect their legitimate strategic interests.

 

Subject to customary regulatory conditions and to Germany (through Kreditanstalt für Wiederaufbau (KfW), the investment arm of the German State) acquiring an initial block of 5 percent of EADS, an Extraordinary General Meeting of shareholders will be held during the first half of 2013, to vote on the proposed changes to the company’s Articles of Association, on the proposed share buy-back and to elect new directors.

 

New Shareholding Structure and New Governance

 

Key elements of the agreement are:

 

France and Germany intend to build equal ownership positions, while the present core industrial shareholders, Daimler AG and Lagardère SCA, are provided with a path to partially divest and will eventually be free to trade their shares at their discretion.

Subject to the vote of the Extraordinary General Meeting of the shareholders of EADS, the present shareholder pact, called “Participation Agreement”, in place since the company’s foundation in 2000, will be terminated and replaced by a new, limited arrangement between the French, German and Spanish Governments.

France, Germany and Spain have agreed on a capped government shareholding (approximately 12 plus 12 plus 4 percent). The three states will have reciprocal pre-emption rights. The amended Articles of Association of EADS will contain an ownership and voting restriction from crossing the 15 percent threshold by shareholder individually or collectively.

The three States have agreed that, upon the request of any of them, they would vote against a future change to a limited number of the new governance provisions.

The future EADS Board will comprise 12 members, proposed by the Remuneration and Nomination Committee, including a Chairman, a Chief Executive Officer and at least 8 independent Non-Executive Directors. The majority of Directors as well as two thirds of the members of the Executive Committee will be EU nationals.

Certain specific French and German national security interests will be protected through the creation of “national defence companies” holding sensitive military assets, and including the rights of France and Germany to consent to three outside directors to the board of their respective “national defence companies”. Two of such directors of each “national defence company” shall be members of the EADS Board.

Under the new governance scheme, no veto right will be given to any group of Directors in the Board or to any shareholder at the Shareholders’ Meeting.

 

Evolution of Core Shareholding and Share Buy-back

 

Daimler AG and Lagardère SCA intend to substantially reduce their participation in EADS – either immediately or in the near future.

 

 

Disposal by Daimler AG

Before year-end 2012, Daimler AG intends to reduce its shareholding in EADS by up to 7.44 percent of the share capital (1). In this context, KfW intends to buy approximately 2.76 percent (1).

In parallel, and at a price determined by reference to the contemplated transaction with Daimler AG, KfW intends to buy the privately-held interests in the Dedalus consortium, which owns a total of 7.44 percent of EADS’ share capital(1).

Ultimately, KfW, together with other German public entities currently holding interests in Dedalus, will thus own a total economic interest of c. 10.2 percent in EADS1 (corresponding to 12 percent1 after completion of the below-mentioned up-to-15 percent share buy-back if at maximum level).

Share buy-back

Subject to market conditions and to the approval of the Extraordinary General Meeting, EADS intends to implement a share buy-back program and subsequent cancellation of up to 15 percent of the outstanding EADS shares, divided into two equal and simultaneous tranches bearing the same terms and conditions:

- A first tranche of up to 7.5 percent, which shall be open to all of EADS’ shareholders, other than the parties to today’s agreement; and

- A second tranche of up to 7.5 percent, which shall be reserved exclusively for Lagardère SCA up to 5.5 percent. If the size of the tranche is higher than 5.5 percent, SOGEPA and SEPI will have the right to tender the remainder (based on their pro rata ownership of EADS shares unless they agree otherwise). In the event that SOGEPA and SEPI do not exercise their right, Lagardère SCA could take up to the full amount of the tranche. Finally, in the event that this tranche is not fully tendered by the above parties, Daimler AG will have the right to participate up to the full unused amount of the tranche.

Orderly disposal provisions

Except for the purpose of the above transactions, Daimler AG, Lagardère SCA, SOGEPA, SEPI and KfW have agreed to a lock-up until the earlier of the approval of the new governance by the Extraordinary General Meeting or 31 July 2013.

Should the Extraordinary General Meeting not approve the new governance, Daimler AG and Lagardère SCA would benefit from limited monetization options.

At the expiration of the lock-up period, Daimler AG and Lagardère SCA will be free to dispose of the EADS shares they would still own (after the share buy-back, if any) and have agreed to certain provisions organizing an orderly process to that purpose.

Excess shares of the French, German and Spanish States

As of the earlier of 1 January 2014 or the date on which Daimler AG has sold more than 5 percent of EADS, SOGEPA, SEPI and KfW will be free to sell any shares which together will result in their combined holding exceeding 28 percent of EADS (“excess shares”) over time. As of the date of the Extraordinary General Meeting and until they are sold, such excess shares will be separately warehoused by their respective owners (i.e. deposited without voting rights) in order to reach the above-mentioned combined stake of less than 28 percent, with SOGEPA and KfW intending to maintain equal stakes.

 

Eventually, the free float of EADS shares will increase from slightly less than 50 percent to over 70 percent, including any excess shares warehoused by the French, German or Spanish State and the shares that would still be owned by Daimler and Lagardère until all those shares are ultimately sold.

[TT-1 Pinto]

Ha affossato la mega-fusione .... e "Aviation Week & Space Technology" l'ha designata "persona dell'anno" ....

 

 

.... ma, si chiede Joe Anselmo (senior business editor di "AW&ST"), è stata una buona scelta?

 

Person of the Year -- Was Merkel a Good Choice?

 

http://www.aviationweek.com/Blogs.aspx?plckBlogId=Blog:27ec4a53-dcc8-42d0-bd3a-01329aef79a7&plckPostId=Blog:27ec4a53-dcc8-42d0-bd3a-01329aef79a7Post:36a6e59f-296d-4852-a275-a3e53c245f87

[Scagnetti]

Il veto alla fusione e le relative polemiche sembrano avere ripercursioni tra Francia e Germania....

 

La Germania potrebbe affossare una commessa per la vendita di velicoli francesi all'Arabia Saudita

 

 

PARIS — Ties between France and Germany have become tense over doubts that Berlin will allow French industry to deliver on two vehicle deals to Saudi Arabia, raising questions over the viability of European defense cooperation, political sources said.

The problem: French industry needs Germany to authorize its Mercedes Unimog chassis for use with Nexter’s Aravis armored vehicle and the Multi Purpose Combat Vehicle (MPCV) from MBDA and the Lohr group, both under export contracts to Saudi Arabia, political sources said.

 

 

A German veto on the Saudi deals has sparked concern among political circles here.

A German refusal would be “amazing,” a parliamentary official said. “It would be a blow to Franco-German friendship.” There is talk among French senators of “retaliation” if Germany withheld clearance, the official said.

Some senators are still annoyed that Germany sank the proposed merger between BAE Systems and EADS last year, and in the restructuring of EADS’ capital, Berlin won the right to buy an equity stake without a countervailing concession for France.

Doubt over German cooperation on the Saudi deals raises questions over how far French hopes to relaunch a European defense system will go, the parliamentary official said.

“Cooperation with Britain makes sense because Paris and London are the two defense actors in Europe, while the other countries play their defense industry cards,” the official said.