Indeks
July 24 -- Maria-Elisabeth Schaeffler, a former medical student and opera patron, inherited control of Schaeffler Group when her husband died 12 years ago. Today she is leading the battle against Germany's tradition of corporate cooperation.
On July 15, Schaeffler Group made an 11.3 billion-euro ($17.7 billion) bid for Continental AG, Europe's second-biggest tiremaker, after saying it controlled almost 36 percent of the company's voting rights. It is the second unsolicited bid made by Schaeffler, 66, since 2001. Continental yesterday rejected the offer as too low.
Nine years ago, Vodafone Plc's hostile bid for Dusseldorf, Germany-based Mannesmann AG was condemned by then-Finance Minister Hans Eichel, who said Germany's ``consensual model'' had to be protected from ``Anglo-American capitalism.'' Last week, the state premier of Lower Saxony backed Schaeffler's offer, saying it would secure jobs as car sales fall and fuel costs surge.
``Germany is lagging behind on hostile takeovers, companies are usually on friendly terms,'' said Kai Lucks, the Munich- based chairman of the German Federal M&A Association, which represents bankers and others who work on acquisitions. ``Germany is now catching up with what's already common practice in countries such as Great Britain and the U.S.''
The combined company would overtake Stuttgart, Germany- based Robert Bosch GmbH as the world's biggest car-parts supplier.
Schaeffler has entered swap transactions covering 28 percent of Continental's shares, the Herzogenaurach, Germany- based ball-bearing maker said July 15, without providing further details. The company also holds financial instruments that give it the right to buy an additional 4.95 percent and owns 2.97 percent.
Disclosure Investigated
Germany's financial regulator, BaFin, is investigating whether Schaeffler should have disclosed the transactions when it acquired the options. Schaeffler says it did nothing wrong.
Tim Albrecht, a fund manager at DWS Investment GmbH in Frankfurt, who has 500 million euros under management, including Continental shares, said the same rules should apply to options as shareholdings.
``We want fair and common practices here,'' he said. ``The law should be changed.''
Juergen Meyer, who helps oversee 1.4 billion euros at SEB Asset Management in Frankfurt, says investors should be happy Schaeffler stepped in after Continental's shares dropped 33 percent in the past 12 months. Germany's benchmark DAX Index dropped 18 percent in the same period.
``It was very easy for Schaeffler to buy this 36 percent stake in Continental because no one wanted to buy these shares anymore,'' said Meyer, who doesn't own Continental shares. ``All the lemmings were moving in the same direction. There was one smart investor who took the other direction.''
Widow Takes Over
Following the death of Georg Schaeffler in 1996, Maria- Elisabeth Schaeffler and her son, Georg F.W. Schaeffler, became the sole owners of the family auto-parts maker, then known as INA-Holding Schaeffler KG.
Instead of selling the firm after her son opted to focus on his law studies, Schaeffler took an active role in managing the company and helped transform it into the world's second-biggest ball-bearing maker.
In 1998, she hired Juergen Geissinger, a former senior vice president at ITT Automotive, to run the company. Together, they succeeded in buying ball-bearing maker FAG Kugelfischer for 734 million euros in 2001.
Schaeffler and her son have a fortune valued at $8.5 billion, according to Forbes magazine.
Last week, Schaeffler Group offered 70.12 euros a share for Continental, the lowest allowable bid under German law. The company said it wants to acquire a minority stake of more than 30 percent, sufficient to give it board seats and strategic control. Continental rose 21 cents, or 0.3 percent, to 72.78 euros in Frankfurt trading.
Porsche Bid
A majority holding would trigger a renegotiation clause in a 13.5 billion-euro loan that Continental arranged last year to finance its purchase of Siemens AG's VDO car-components division.
The Schaeffler bid mirrors Porsche SE's surprise announcement in September 2005 that it intended to acquire 20 percent of Volkswagen AG to protect the strategic partnership between the two carmakers. Porsche works with VW to build the Cayenne sport-utility vehicle.
Porsche owned less than 5 percent of VW when it made its offer. The plan set off a struggle for control of Wolfsburg, Germany-based VW between Porsche and the German state of Lower Saxony -- at the time the largest shareholder -- that continues to this day.
Porsche, which is controlled by the Piech-Porsche family, eventually increased its holding to 31 percent, triggering a legally mandatory takeover offer last year. Porsche made the lowest possible bid under German law, which almost all investors rejected.
Door Open
The move freed Porsche to increase its holding piecemeal without having to make the same offer to everyone. Porsche now says it intends to eventually take a majority stake in Volkswagen.
While Continental yesterday rejected Schaeffler's bid, the company said it was willing to talk. An agreement to sell all or part of the company to Schaeffler is ``desirable'' if the price is increased, Continental said in a statement released after a meeting of the company's management and supervisory boards.
``I wouldn't know of any industrial company that could make a counter-bid,'' said Stephan Thomas, a fund manager at Frankfurt Trust Investment GmbH in Frankfurt, who oversees about 2.1 billion euros, including Continental shares. ``Given the current credit-market turmoil, it's unlikely that private equity companies will do so.''
On July 15, Schaeffler Group made an 11.3 billion-euro ($17.7 billion) bid for Continental AG, Europe's second-biggest tiremaker, after saying it controlled almost 36 percent of the company's voting rights. It is the second unsolicited bid made by Schaeffler, 66, since 2001. Continental yesterday rejected the offer as too low.
Nine years ago, Vodafone Plc's hostile bid for Dusseldorf, Germany-based Mannesmann AG was condemned by then-Finance Minister Hans Eichel, who said Germany's ``consensual model'' had to be protected from ``Anglo-American capitalism.'' Last week, the state premier of Lower Saxony backed Schaeffler's offer, saying it would secure jobs as car sales fall and fuel costs surge.
``Germany is lagging behind on hostile takeovers, companies are usually on friendly terms,'' said Kai Lucks, the Munich- based chairman of the German Federal M&A Association, which represents bankers and others who work on acquisitions. ``Germany is now catching up with what's already common practice in countries such as Great Britain and the U.S.''
The combined company would overtake Stuttgart, Germany- based Robert Bosch GmbH as the world's biggest car-parts supplier.
Schaeffler has entered swap transactions covering 28 percent of Continental's shares, the Herzogenaurach, Germany- based ball-bearing maker said July 15, without providing further details. The company also holds financial instruments that give it the right to buy an additional 4.95 percent and owns 2.97 percent.
Disclosure Investigated
Germany's financial regulator, BaFin, is investigating whether Schaeffler should have disclosed the transactions when it acquired the options. Schaeffler says it did nothing wrong.
Tim Albrecht, a fund manager at DWS Investment GmbH in Frankfurt, who has 500 million euros under management, including Continental shares, said the same rules should apply to options as shareholdings.
``We want fair and common practices here,'' he said. ``The law should be changed.''
Juergen Meyer, who helps oversee 1.4 billion euros at SEB Asset Management in Frankfurt, says investors should be happy Schaeffler stepped in after Continental's shares dropped 33 percent in the past 12 months. Germany's benchmark DAX Index dropped 18 percent in the same period.
``It was very easy for Schaeffler to buy this 36 percent stake in Continental because no one wanted to buy these shares anymore,'' said Meyer, who doesn't own Continental shares. ``All the lemmings were moving in the same direction. There was one smart investor who took the other direction.''
Widow Takes Over
Following the death of Georg Schaeffler in 1996, Maria- Elisabeth Schaeffler and her son, Georg F.W. Schaeffler, became the sole owners of the family auto-parts maker, then known as INA-Holding Schaeffler KG.
Instead of selling the firm after her son opted to focus on his law studies, Schaeffler took an active role in managing the company and helped transform it into the world's second-biggest ball-bearing maker.
In 1998, she hired Juergen Geissinger, a former senior vice president at ITT Automotive, to run the company. Together, they succeeded in buying ball-bearing maker FAG Kugelfischer for 734 million euros in 2001.
Schaeffler and her son have a fortune valued at $8.5 billion, according to Forbes magazine.
Last week, Schaeffler Group offered 70.12 euros a share for Continental, the lowest allowable bid under German law. The company said it wants to acquire a minority stake of more than 30 percent, sufficient to give it board seats and strategic control. Continental rose 21 cents, or 0.3 percent, to 72.78 euros in Frankfurt trading.
Porsche Bid
A majority holding would trigger a renegotiation clause in a 13.5 billion-euro loan that Continental arranged last year to finance its purchase of Siemens AG's VDO car-components division.
The Schaeffler bid mirrors Porsche SE's surprise announcement in September 2005 that it intended to acquire 20 percent of Volkswagen AG to protect the strategic partnership between the two carmakers. Porsche works with VW to build the Cayenne sport-utility vehicle.
Porsche owned less than 5 percent of VW when it made its offer. The plan set off a struggle for control of Wolfsburg, Germany-based VW between Porsche and the German state of Lower Saxony -- at the time the largest shareholder -- that continues to this day.
Porsche, which is controlled by the Piech-Porsche family, eventually increased its holding to 31 percent, triggering a legally mandatory takeover offer last year. Porsche made the lowest possible bid under German law, which almost all investors rejected.
Door Open
The move freed Porsche to increase its holding piecemeal without having to make the same offer to everyone. Porsche now says it intends to eventually take a majority stake in Volkswagen.
While Continental yesterday rejected Schaeffler's bid, the company said it was willing to talk. An agreement to sell all or part of the company to Schaeffler is ``desirable'' if the price is increased, Continental said in a statement released after a meeting of the company's management and supervisory boards.
``I wouldn't know of any industrial company that could make a counter-bid,'' said Stephan Thomas, a fund manager at Frankfurt Trust Investment GmbH in Frankfurt, who oversees about 2.1 billion euros, including Continental shares. ``Given the current credit-market turmoil, it's unlikely that private equity companies will do so.''
