Porsche Automobil Holding SE / Key word(s): Miscellaneous/IPO
Porsche Automobil Holding SE concludes an agreement to acquire 25% plus one ordinary share in Dr. Ing. hc hc F. Porsche AG in connection with the IPO of Dr.-Ing. hc F. Porsche AG
09/18/2022 / 21:48 CET/CEST
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Porsche Automobil Holding SE (“Porsche SE”) today signed a share purchase agreement with VOLKSWAGEN AKTIENGESELLSCHAFT (“VW AG”) for 25% plus one share of the ordinary shares in Dr. hc F. Porsche AG (“Porsche AG”) in connection with the IPO of Porsche AG. The agreed purchase price corresponds to the placement price of the preference shares of Porsche AG as part of the IPO plus a premium of 7.5%. According to the price range announced today by VW AG as part of the IPO, the placement price for the preference shares in Porsche AG will be between EUR 76.50 and EUR 82.50. The final price of the Placement Shares will be determined by VW AG after the bookbuilding process has been completed. The execution of the share purchase agreement and the transfer of the ordinary shares are still subject to various conditions precedent.
The supervisory board of Porsche SE today approved the conclusion of the share purchase agreement.
In its future IFRS consolidated (interim) financial statements, Porsche SE will use the equity method for the future 25% plus one share of the ordinary shares in Porsche AG (around 12.5% of the share capital). Porsche SE will finance the acquisition of the ordinary shares in Porsche AG with borrowed capital of up to 7.9 billion euros. The maximum amount of 7.9 billion euros is reduced accordingly if the final placement price of the preferred shares in the course of Porsche AG’s IPO is below the upper end of the price range. The amount of borrowed capital required will have a corresponding effect on the net liquidity of the Porsche SE group. In addition, the acquisition will also be financed from the special dividend to be distributed by VW AG to all its shareholders. The special dividend is intended to represent 49% of the total gross proceeds from the placement of the preferred stock (including over-allotments) and the sale of the common stock.
Additional information according to § 111c AktG:
Porsche SE holds around 53.3% of the ordinary shares and around 31.9% of the share capital of VW AG. In turn, VW AG holds 100% of the shares in Porsche Holding Stuttgart GmbH. VW AG and Porsche Holding Stuttgart GmbH are therefore considered to be related companies of Porsche SE within the meaning of Section 111a (1) sentence 2 AktG.
The share purchase agreement underlying the transfer of 25% plus one share of the share capital of Porsche AG was concluded on September 18, 2022 between Porsche Holding Stuttgart GmbH (a 100% subsidiary of VW AG) as the seller and Porsche SE as the buyer with participation of VW AG as guarantor. The supervisory board of Porsche SE approved the conclusion of the share purchase agreement on September 18, 2022 in accordance with Section 111b (1) AktG.
According to the terms of the share purchase agreement, Porsche SE will acquire the ordinary shares of Porsche AG from Porsche Holding Stuttgart GmbH in two tranches of 17.5% plus one ordinary share and 7.5% of the ordinary shares of Porsche AG. The purchase price to be paid by Porsche SE as consideration for each ordinary share sold in Porsche AG corresponds to the placement price for the preference shares as part of the IPO plus a premium of 7.5%.
The completion of the first tranche of the ordinary shares of Porsche AG is dependent on the complete placement of the preference shares in the course of the IPO of Porsche AG within the price range and the delivery of the placement shares in book-entry form against payment of the offer price. The closing of the second tranche of Porsche AG common stock is subject to the closing of the first tranche and the payment of a special dividend by VW AG to all of its shareholders equal to 49% of the aggregate gross proceeds from the placement of the preferred shares (including over-allotments) and the sale of the Ordinary shares to which VW AG has committed.
In the opinion of the executive board and supervisory board of Porsche SE, the terms of the share purchase agreement and the other agreements concluded in connection with the IPO of Porsche AG are appropriate, taking all the circumstances into account. The Board of Management and the Supervisory Board have also received such confirmations from independent experts.
The purchase price for the ordinary shares agreed in the share purchase agreement, which corresponds to the placement price of the preference shares of Porsche AG plus a premium of 7.5%, is also appropriate from a financial point of view in the opinion of independent experts PJT Partners and Rothschild & Co., who also issued two fairness opinions have given up.
Porsche AG is a luxury automobile manufacturer that sells cars in more than 120 countries worldwide through a network of more than 900 dealerships and retail outlets. In addition to its core product portfolio, Porsche AG offers vehicle leasing and financing, flexible mobility solutions and various aftersales products and services. In the 2021 fiscal year, Porsche AG and its consolidated subsidiaries generated sales of around 33.1 billion euros, an operating result of around 5.3 billion euros and earnings after taxes of around 4 billion euros.
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