WWW.ICGG.BIZ issue 08/2011 INSIGHT corporate governance germany Essential: Information, Analysis and Opinion for Investment Professionals, Advisers and Academics CONTENTS 02 COMPANIES 14 CAMPUS Exchange merger decision VW ahead on transparency 03 BUHLMANN´S CORNER 15 CAPITAL NEWS Buying & Selling in July 06 ACTIONS CORNER 16 DIRECTORS´DEALINGS 07 AGM DATES 17 INSIGHT SHAREHOLDER ID 08 POLITICS 35 INVESTORS INFORMATION Banks save the euro Your IR contacts in the Prime 11 PEOPLE 40 INDEXES OF COMPANIES Ackermann succeeds Börsig AND PERSONS 01 INSIGHT corporate Governance Germany companies Shareholders approve stock-exchange merger After NYSE Euronext shareholders gave the were exchanged, the number of units is reduced. merger into the largest stock-market operator At the same time the free-float rate was lowered worldwide their imprimatur in early July, with an to 77.83 percent. Deutsche Börse shareholders approval rate of 96 per cent, a week later more will hold 60 percent of the new company after than 80 percent of Deutsche Börse’s shareholders the completion of the action. While NYSE CEO exchanged their shares for the securities of Alpha Duncan Niederauer will head the company’s Beta Netherland Holding, set up specially for the business, Deutsche-Börse chief Reto Francioni merger. Thus all of the conditions for the merger will chair the supervisory board. The deal has on the shareholder side are in place. The Deutsche a value of 6.52 billion euros. However, various Börse share was replaced in the Dax on 20 July by authorities still have to approve the merger. This the new Alpha Beta Holding one, with a new se- may take until 2012. The EU Commission is to curity code number but still under the Deutsche indicate by 4 August whether not they accept Börse name. Since not all Deutsche Börse shares the deal. Vossloh has new major shareholder He sees his investment as long-term and strategic, said Heinz Hermann Thiele at the end of July. But he would not influence the composition of the supervisory board or management or change the divi- dend policy, the billionaire, who already owns brake manufacturer Knorr-Bremse, stated. Thiele had expanded his commitment to the Vossloh rail technology group in spring to over five percent, and announced plans to expand his share further. In July Thiele took advantage of a Vossloh stock price slippage: the company was forced by delayed operations in China and Russia to reduce its forecasts for 2011. By the end of July Thiele finally held 15.29 percent and was catching up on the Vossloh fami- ly, with its 31 percent stake in the Sauerland company. Observers now speculate as to whether Thiele might be planning a merger of Vossloh with Knorr-Bremse, since both companies are engaged in the railroad business. However, there are no real overlaps. ISSUE 08/2011 02 companies BUHLMANN`S CORNER Leaky Umbrellas QSC: IHR PARTNER Christine Lagarde, the head of the IMF world bailout umbrella, has got stuck. FÜR PREMIUM- At the start of an official investigation for breach of trust a Prussian official KOMMUNIKATION would have resorted to the gun, or at least a duelling pistol. A rudderless Europe takes shelter under its own umbrella, although top European José Manuel Barroso rates it as faulty after just two weeks. Pre- sumably he was just off for a fortnight’s holiday and had no smarter way to tell his colleagues something. They pervert the financial crisis into a holiday crisis and fail to see that in fact it was and is a crisis of confidence. Anyone looking at the Websites of the two Spanish IPOs Bankia and Banca Cívica is bound to wonder at the chil- dish respect one pays investors there! VIP wants to change that: for women and for the rest of the world, there should be voting receipts from the AGM, and agenda changes like the recent ones by Ferdinand Piëch should be immediately available to the female voters and their male counterparts. Then it should be equally clear that, with subtle legal practices, 150 million euros of market capitalization were cut out of the Vodafone AGM last month – VIP was to represent two shareholders there, but that failed because the shareholder’s will of registered shareholder State Street was not implemented, or in such a way that our representative was sent home with his 150 million euros by the issuer’s service provider. Unless that changes, we’ll be like the Italians. They send their prosecutors to Standard & Poor’s to investigate whether there has been profiteering from investments here because of certain statements. The assertive Munich pro- secutors also currently have that on their table: they think the ratings and • Starke Sprach- und opinion people were the profiteers. Datenprodukte für jeden Bedarf Not that the banks are any better. Barclay’s economist says in a television • Maßgeschneiderte individuelle interview that the banks now expect a debt-reducing contribution from the Lösungen State – although it was they, the banks, who took the biggest mouthful out of the liability and debt bottle. What the commentators forget is that it was • Eigenes Breitband-Netz: only 40 months ago that it was the end of the world when a CEO could not Sicher, solide, zukunftsorientiert move straight to the Supervisory Board chairmanship. Now even DSW people • Höchste Verpflichtung zu lament that it is regrettable to have to forego the cooperation of Wenning, Qualität und Service Hambrecht & Co. for 24 months (even though their boss is at Weber-Rey beavering away at the Code). And today at the Deutsche Bank commenta- tors see it as the Decline of the West if a cooling-off period is dispensed with www.qsc.de – although there is nothing worse than when two alpha animals draw the same ox carts and grain after grain falls off the wagon. In their view of the world beyond the Main, there was only ever Josef Ackermann, whom Alfred Herrhausen begat. Hans-Martin Buhlmann is the founder of proxy-voting agency VIP Vereinigung Institutionelle Privatanleger e.V. (www.vip-cg.com). 03 ISSUE 08/2011 03 companies Major shareholder sells K+S shares Andrei Melnichenko has reduced his involvement in K+S to 9.88 per- cent, to raise funds for the development of his own potash production. In September 2010, the share of the Russian multi-billionaire, who runs his participation in the Kassel DAX Group through Meritus Trust, stood at 14.9 percent. Shortly thereafter in October 2010, talks on the joint development of a potash project in the Urals region of Perm were ter- minated unilaterally by EuroChem. The Russian producer of nitrogen and phosphate fertilizers also belongs, among others, to the anchor shareholder’s empire. To develop the deposit alone, the Russians now need the money from the sale of the K+S shares. It was only in March that the former parent company, BASF, had to drop out. Terex holds 82 percent of Demag Cranes After the extended acceptance period expired on 19 July at midnight, Terex holds 81.83 percent of the share capital of Demag Cranes. In the second period, the Americans were tendered a further 9.02 percent of the shares, as is evident from the electronic Federal Gazette. At the end of the regular acceptance period, the U.S. industrial group had held 72.81 percent in the Düsseldorfers. Since the construction machinery manufacturer’s bid was thus successful, according to the German Takeover Act another two-week offering period started, in which hitherto undecided share- holders could sell their papers on the given condi- tions. RHJ wants BHF Bank The Deutsche Bank is, it claims, currently in exclusive negotiations with the Belgian financial investor RHJ International for the purchase of BHF Bank. The institution has belonged to Deutsche Bank since the 2009 takeover of Sal. Oppenheim, but never counted as a strategic core busi- ness. As a possible purchase price, €500 million has been mentioned. According to analysts, the price would then be below the book value of €550 million. RHJ International also includes the former Commerzbank subsidiary Kleinwort Benson. Their operations in Great Britain, Ireland and the Channel Islands, as well as the capital-markets business, will be expanded after a possible takeover. Only in April sales negotiations with the Luxembourg LGT Bank failed in consequence of a veto by the Federal Financial Supervisory Authority (BaFin). 03 ISSUE 08/2011 04 INSIGHT corporate Governance Germany companies VW has majority at MAN VW consolidates Suzuki Even at the end of June EU antitrust What is a technical ba- prevented VW from putting three of lance-sheet need for the its own candidates on truckmaker Wolfsburgers is a broken MAN’s supervisory board before ac- agreement for Japanese quiring a majority stake under com- carmaker Suzuki. The pany law. The sticking point here was background to the latest that Martin Winterkorn, Hans Dieter “cultural misunderstanding” - as VW puts Poetsch and Jochem Heizmann al- it - was that the involvement in Suzuki had ready oversee VW subsidiary Scania. been consolidated in VW’s annual re- After the Wolfsburgers in May passed the 30 percent limit at the Munich port. Suzuki would therefore, contrary to DAX company, a public offer followed. VW offered MAN shareholders agreement, be considered as part of the €95 per ordinary share and €59.90 per preference share. When the MAN Volkswagen Group, on which Volkswagen price temporarily fell below the offer price, acceptance soared. 35.8 mil- could exert financial and operational im- lion common and 0.16 million preferred shares changed hands. With pact, complained Suzuki. In 2009, Volks- 55.9 percent, the actual goal of a 35 to 40 percent holding was far excee- wagen acquired a 19.9 percent or €1.7 ded, and VW had to dig into its pockets for an extra €3.4 billion.