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EADS confirms shareholder shake-up talks

Paris, December 4, 2012

Europe's largest aerospace group EADS said it was in talks with major European nations to reach a deal aimed at overhauling a convoluted shareholder structure at the company.

The Airbus parent company said it was in talks on the company's ownership with France, German and Spain, confirming press reports.

People familiar with the matter said the talks involved a sweeping re-arrangement of government stakes, coupled with a staged exit of its industrial partners, reducing big shareholder blocks below 30 per cent instead of more than 50 per cent.

"The company is participating actively in such discussions ... with the objective to preserve and enhance ... the interests of all stakeholders," EADS said in a statement.

A German economy ministry spokesman added on Monday efforts were being made to reach a deal as quickly as possible.

Shares in the Franco-German-led group rose over 2 per cent as investors warmed to the promise of greater clarity over its shareholder structure, even though it may mean an overhang of stock ready to be sold by industrial groups in the short term.

EADS has been controlled by a combination of the French state and industrial partners in France and Germany since it was founded in 2000 as a European counterweight to Boeing Co.

But the system has come under strain as the core industrial shareholders - German car maker Daimler AG and French media group Lagardere SA - pledged to focus on their core activities.

Germany has meanwhile stepped forward to buy some of Daimler's shares in a surprise reversal of a previously non-interventionist policy towards major industries, raising concerns of growing political interference in EADS.

EADS' ownership structure has also become an urgent issue since $45 billion merger talks with UK arms firm BAE Systems Plc collapsed in October, exposing the fragility of its existing shareholder structure.

"The BAE discussions caused a lot of movement and demonstrated to people like Lagardere that they could find a way out," said a person familiar with the discussions.

France and Germany are expected to hold 12 per cent each in the company, joined by Spain on around 4 per cent and keeping he combined voting bloc below a 30 per cent legal threshold.

Negotiators are attempting to choreograph a sequence of moves designed to consolidate state shareholdings while letting industrial partners out of EADS without hurting its share price, which has risen 7 per cent this year on robust jetliner sales.

Germany will build its stake by buying 7.5 per cent from a bank consortium, whose shares are under Daimler's voting control, and 4.5 per cent from Daimler which will part separately with a further 3 per cent, sources close to the talks said.

That will leave Lagardere and Daimler with a further 7.5 per cent each left to sell, but cash-rich EADS will announce a share buyback at the next shareholder meeting to help mop up excess stock and defend its share price, the sources said.

French Chairman Arnaud Lagardere is expected to remain in his post until a shareholder meeting in the spring, which is likely to bring in a mainly independent board led by a new chairman, the sources said. EADS declined to comment.

Germany has not been a direct shareholder before, with 22.5 per cent of voting rights instead held by Daimler. On the French side, the state owns 15 per cent, with 7.5 per cent held by media group Lagardere. Spain owns 5.5 per cent.

A German consortium called Dedalus, made up of private financial institutes and public sector owners including state controlled bank KfW, holds a 7.5 per cent stake in EADS but the voting rights are part of those controlled by Daimler.

EADS is due to hold an investor meeting on Monday.

"The currently discussed potential changes are likely to require the approval of EADS NV shareholders and there can be no certainty that these discussions will be conclusive," EADS said.

Shares in EADS were 2.5 per cent higher at 26.535 euros by 5:17 a.m. EDT, among the top gainers on France's blue-chip CAC 40 index. The stock is up 8.8 per cent in the last four days.

Two sources familiar with the discussions said on Sunday that a deal could be reached by Monday.

A source in Germany said a share buyback by EADS was also possible to reduce the share overhang.

Under Dutch law that governs EADS, a group of shareholders cannot control more than 30 per cent of the votes without triggering a mandatory bid for the whole company.

Reuters reported on Friday that France and Germany were close to a deal to shake up EADS after France agreed to hive off part of its 15 per cent stake to preserve parity with Germany inside a core government shareholder group.

Under this arrangement, France is expected to place 3 per cent in a non-voting structure in the Netherlands, where EADS is registered, while keeping economic control of the stock.

A potential mismatch of shareholdings had been a key stumbling block in the talks.

A German newspaper report said talks were also looking at what level of state representation there could be on the company's board, with suggestions of two places each for France and Germany and one for Spain.

The new arrangement is due to be put to shareholders in the spring of 2013, the newspaper said.-Reuters




Tags: EADS | shareholder |

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