Continental Rejects ‘Unlawful’ 11.2 billion Euro Schaeffler Takeover

Continental AG has sharply rejected a 69.37 euros per share (roughly 11.2 billion euros) cash takeover offer from Schaeffler Group, describing it as an “opportunistic approach [that] does not reflect the full value of the company.” Continental AG was officially informed by the Schaeffler Group about its decision to make a takeover offer for the company on Tuesday 14 July and hit out publicly a day later (Wednesday). In a company statement Continental said the offer has “no convincing strategic rationale for a business combination” and that “Schaeffler is trying to achieve control over Continental in an unlawful manner.”

For the first time, Continental lent its support to claims that Schaeffler already indirectly controls roughly a third of the company: “According to our analysis, the Schaeffler Group has secured access to 36 per cent of the outstanding capital of Continental in an unlawful manner – with the help of derivative positions and collaborating banks. This would result in a comfortable voting majority at the shareholders meeting and may even lead to a qualified voting majority.” According to the Financial Times, Schaeffler holds 2.97 per cent of Continental’s stock directly and has amassed the right to own an additional 32.95 per cent stake through various options. All of which begs the question, how can Continental fight off what is rapidly becoming the largest hostile takeover bid in Europe this year?

Despite press speculation that the potential takeover may result in the divestment of the tyre business, Schaeffler Group President and CEO, Dr. Jürgen Geißinger said the group’s focus is on combining the strengths of the two companies: “Schaeffler expressly supports the strategy of Continental including its tyre business.” His statement continued: “Schaeffler will not break up Continental AG. The company will continue to be listed on the stock exchange and, if possible, remain in the DAX index. Continental will remain an independent company headquartered in Hanover. No jobs will be lost in conjunction with the transaction.”

Schaeffler’s suggestion that it will not divest Continental AG’s tyre division, should the deal progress successfully, is supported by MorganStanley. Writing in an investor report dated 15 July, the analysts explained that Continental’s “rubber” businesses were too valuable to sell off below true market value: “ContiTech and both tyre businesses account for over a third of group revenue, but we estimate over two-thirds of group free cash flow…Selling Tech and Tyres could sabotage the long-term debt reduction capacity of the group.” Deutsche Bank analysts agreed that a tyre divestiture is unlikely, but with a different rationale: “…there are few potential buyers to buy assets (such as tyres and ContiTech), limiting their potential value.”

Continental to fight ‘unlawful bid’

At the moment it appears that Continental’s key defence is a legal manoeuvre. According to reports, Conti’s chief executive Manfred Wennemer has written to Bafin, the German market watchdog, arguing that Schaeffler may have violated German financial law. This argument hinges on the suggestion that Schaeffler hadn’t properly disclosed the fact that it acquired a significant stake in their company. Schaeffler’s response is that it wasn’t required to disclose that it had gained control of more than 28 per cent of Continental’s shares by entering into swap transactions, in addition to its 2.97 per cent direct holding in the tyre and automotive supplier. Bafin has launched an investigation.

For its part, the Executive Board of Continental says it was willing to support a financial investment of 20 per cent in the company. However, the Schaeffler Group insisted on a controlling a more aggressive stake of more than 30 per cent.

“The strategic benefits of a closer collaboration of both companies are very limited. Schaeffler would benefit from Continental, but Continental not from Schaeffler. Continental has an outstanding potential as a standalone company in its current form,” Continental’s strongly worded statement read.

Dr Jürgen Geißinger has the opposite opinion: “Schaeffler’s strengths are in the fields of mechanical, mechatronic and precision components for engines (powertrain), transmissions and chassis. Continental’s strengths are in the fields of electronic and software systems for engines, chassis and interiors…The expansion of joint, coordinated projects will…enable the two companies to profit to an even greater extent from core areas of future development of the automotive industry like the ‘energy-efficient car of the future.’”

MorganStanley analysts described Schaeffler as more of a financial buyer than strategic “given the lack of similarities in their business activities.”