Porsche Automobil Holding

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Porsche Automobil Holding SE

logo
legal form Societas Europaea
ISIN DE000PAH0038
founding 2007
Seat Stuttgart , GermanyGermanyGermany 
management Hans Dieter Pötsch , Chairman of the Board of Management
Wolfgang Porsche , Chairman of the Supervisory Board
Number of employees 951
sales 116 million euros (2019)
Branch Holding company
Website www.porsche-se.com
As of December 31, 2019

The Porsche Automobil Holding SE (short Porsche SE ) is a listed investment company with headquarters in Stuttgart , which in 2007 out of the car manufacturer Dr. Ing.hc F. Porsche AG emerged. Your most important investment by far has been a stake in Volkswagen AG since 2009 , which since March 2019 has comprised around 53.3 percent of the voting rights (through VW ordinary shares) and 31.4 percent of the subscribed capital ( equity ). The automobile manufacturer Porsche, like the Austrian automobile trading group Porsche Holding , is now integrated into the Volkswagen Group.

history

Historical logo

By resolution of an extraordinary general meeting on June 26, 2007, the operative business of Porsche AG was spun off into the newly founded subsidiary Porsche Vermögensverwaltungs AG . The holdings in VW and the new Porsche Vermögensverwaltungs AG were excluded from the spin-off. Subsequently, on November 13, 2007, Porsche Automobil Holding was created with the entry number 724512 in Commercial Register B of the Stuttgart District Court as a holding company from the conversion of the then listed Dr. Hc F. Porsche Aktiengesellschaft into a European company . Porsche Vermögensverwaltungs AG was again transformed into Dr. Ing.hc F. Porsche Aktiengesellschaft renamed. The holding structure was intended to separate the development, design, manufacture and sale of vehicles from the management of investments in companies.

Establishment of a stake in VW through Porsche

The reason for founding the holding was the participation of what was then Porsche AG in Volkswagen AG, which had been built up continuously since 2005. When, on September 25, 2005, Porsche announced its intention to acquire around 20% of the ordinary shares in Volkswagen AG, the company had already bought almost 5% of the shares in VW on the stock exchange. At the end of the month, the company acquired a further 10.26% of the voting rights and at the beginning of December the company owned 18.53% of the VW shares and had options to purchase a further 3.4% of the shares. The participation cost around 3.5 billion euros and was financed from the available liquid funds . It should serve , among other things, to ward off a hostile takeover of the Volkswagen group.

Through the acquisition of Volkswagen shares through the exercise of purchase options participation grew in 2006 initially to 21.2% in November to a reportable share of 25.1%. After a further acquisition to 27.4%, the Supervisory Board approved an increase to 29.9% on November 15. The increase of more than 30% associated with a mandatory offer to the other shareholders was denied at the time. As the largest single shareholder, before the state of Lower Saxony, Porsche AG was represented on the VW supervisory board from 2006 onwards by Porsche's CEO Wendelin Wiedeking and CFO Holger Härter .

Foundation of Porsche SE and expansion of the stake in VW

In March 2007 the supervisory board of Porsche AG decided to found the Porsche Automobil Holding in order to separate the operational business activities from the management of investments. At the end of March, the stake in VW was finally increased to 30.9% by one billion euros. Up until then, the investment had cost Porsche five billion euros. The reason given was a possible risk of the Volkswagen Group being broken up by a hedge fund , and the objective of the takeover was negated. Exceeding 30% of the voting rights obliged Porsche to make a mandatory offer to the remaining shareholders. 100.92 euros were offered per ordinary share, which was more than 10% below the then current market price and led to a sale offer of only 0.02% of all VW shares.

At the beginning of September 2007 it was announced that Porsche is aiming for a 51% stake. Porsche used cash-settled equity swaps in order to secure a favorable takeover rate early on. On October 23, 2007 , following a lawsuit by the EU Commission on March 4, 2005, the European Court of Justice declared that the VW law restricts a shareholder's share of the vote - as is now Porsche - to a maximum of 20%, even if he has a higher share Owns equity stake for a violation of EU law. On March 3, 2008, the Supervisory Board authorized the Board of Management to increase the stake in the Volkswagen Group to over 50%. A week later, the company rejected media reports that Porsche intended to increase its VW stake to 75%. Half a year later, in September 2008, Porsche increased its stake in Volkswagen to 35.14%.

Before October 26, 2008, Porsche had denied several times that it wanted to increase its stake to 75% of Volkswagen ordinary shares. On October 26, 2008, Porsche SE announced the objective, provided that the economic framework conditions were right, to increase to 75% of Volkswagen ordinary shares in 2009 and thus pave the way for a domination agreement. At the same time, the group published figures according to which Porsche held 42.6% of ordinary shares and an additional 31.5% of options on ordinary shares of Volkswagen to hedge the share price. After the company had acquired a good 8% of VW shares from a bank for six billion euros - financed by an additional loan, it announced on January 5, 2009 that it held 50.76% of Volkswagen's ordinary shares and thus became the majority owner of VW be.

In the first 2007/2008 financial year, the Porsche group generated EUR 8.569 billion more pre-tax profit than sales. The profit arose primarily from stock option deals on VW shares. To finance the Volkswagen share purchase, however, Porsche had to take out ten billion euros in loans and transfer the Volkswagen shares to the banks as collateral.

In March 2019, Porsche announced that it had increased its stake in Volkswagen's voting capital to 53.1% from 52.2% previously for 400 million euros.

Agreement with VW

On May 6, 2009, Porsche announced that it was aiming to create an "integrated automotive group" with VW. The background to the announcement were financing problems with the bank loans, which forced Porsche to abandon the planned takeover of VW. On July 23, 2009, the Supervisory Board decided to reduce the billions in debt that had arisen from the takeover attempt through a capital increase of at least five billion euros and the entry of the Qatar Gulf emirate. To this end, the Board of Management was authorized to negotiate with Qatar Holding LLC (QH) about joining Porsche. It was also announced that Wendelin Wiedeking and Holger Härter - both of whom had driven the takeover of Volkswagen with the consent of the owner families - will leave the company with immediate effect and also resign from their supervisory board mandates at Volkswagen and Audi. The decision also meant the end of a week-long dispute about the leadership, which was ultimately decided in favor of Volkswagen.

On August 13, 2009, the Volkswagen Supervisory Board approved the basic agreement to create an “integrated automotive group” with Porsche under the leadership of VW. As the successor to Wiedeking and Härter, VW CEO Martin Winterkorn was appointed CEO of Porsche Automobil Holding and VW CFO Hans Dieter Pötsch was appointed CFO of this company. At Porsche AG on August 13, Michael Macht was appointed Chairman of the Board and Thomas Edig his Deputy. Both were also appointed as new board members of Porsche Automobil Holding. Winterkorn and Pötsch took up their positions on the Executive Board at Porsche SE on November 25, 2009, after the negotiations on the implementation agreements for the implementation of the basic agreement had been concluded.

After Volkswagen had agreed to hold a 42 percent stake in Porsche AG, on August 14, Qatar Holding LLC (QH) acquired 10 percent of the ordinary shares in Porsche SE from the family shareholders and took over a substantial part of the options held by the company VW shares. In the implementation agreements, it was finally regulated that Volkswagen would acquire a 49.9 percent stake in Porsche AG. This took place on December 7, 2009 for a price of 3.9 billion euros. A merger of Porsche SE with Volkswagen AG was originally planned for 2011. This is delayed because of the risks from claims for damages asserted in the USA and Germany.

In 2010 a group of Porsche shareholders applied to the Stuttgart Regional Court for a special audit at Porsche Holding. With the special audit, the billions in derivative transactions with VW shares as well as the severance payments of millions of the former CEO Wendelin Wiedeking and the former CFO Holger Härter after the failed takeover of Volkswagen due to suspicion of gross breach of duty are to be examined in more detail.

In April 2011, the company reduced its debt through a capital increase by 4.9 billion euros. On August 1, 2012, the holding company sold its remaining stake in Porsche AG to Volkswagen for around 4.49 billion euros. At the time of the sale of Porsche AG, Porsche SE still held 50.7% of the ordinary shares with voting rights in Volkswagen AG. The holding company invests in other companies along the automotive value chain.

From August 2009, the Stuttgart public prosecutor's office began investigating the former board members, Wendelin Wiedeking and Holger Härter, on suspicion of market manipulation. After extensive evidence was taken, the Stuttgart Regional Court acquitted both defendants in March 2016 on all points for factual reasons. In July 2016, the acquittal became final when the Stuttgart public prosecutor withdrew the appeal. The Stuttgart Regional Court justified the ruling by stating that the stake in Volkswagen AG was always built up in accordance with the provisions of capital market law.

In September 2015, Porsche acquired 1.5% of the ordinary shares in Volkswagen AG from Suzuki. This increased the stake in Volkswagen to 52.2% of the ordinary shares.

Takeover of PTV

On September 4, 2017, Porsche SE took over 99.9 percent of the voting capital of the PTV Group . The name PTV stands for planning transport traffic . As of 2017, the start-up company from Karlsruhe had 700 employees and developed simulation software for traffic planning and transport logistics. PTV's customers are authorities and companies. In the four months up to the end of 2017, the PTV Group contributed sales of 34 million euros and a loss after taxes of 1 million euros to the consolidated earnings of Porsche SE. The purchase price paid was EUR 312 million including the repayment of liabilities.

Supervisory board

(Deadline: August 22, 2019)

Board

(Effective date: December 31, 2018)

  • Hans Dieter Pötsch (CEO and CFO, since 2015 Chairman of the Supervisory Board of Volkswagen AG, 2003–2015 CFO)
  • Manfred Döss (Board Member Legal and Compliance)
  • Philipp von Hagen (Board Member Investment Management)

Stock exchange and shareholder structure

On May 4, 1984, preference shares of the then Dr. Hc F. Porsche AG traded on the stock exchange for DM 1,020 each. At the end of 1992 the share reached its lowest level to date at around DM 440. In April 2001, a first 1:10 stock split took place. In 2007 the shares in Porsche AG were exchanged for shares in Automobil Holding SE at a ratio of 1: 1. At the end of 2007, the share capital of Porsche Automobil Holding was divided equally between EUR 45.50 million and 8.75 million ordinary shares - held by members of the Porsche and Piëch families - and 8.75 million listed preference shares. Since the preference shares do not have voting rights, only the Porsche and Piëch families were able to influence the company.

At the beginning of March 2008, the share capital was increased from retained earnings to 175 million euros and redistributed to 87.5 million ordinary and preference shares with a share split. On August 14, 2009, Qatar Holding LLC (QH) acquired ten percent of the common stock from the holdings of the family shareholders. For the first time in Porsche's corporate history, an external investor acquired a stake in the ordinary shares.

In April 2011, the share capital was increased by EUR 131.25 million to EUR 306.25 million by issuing 65.625 million ordinary and preference shares each.

On June 17, 2013, Qatar Holding announced that the Porsche and Piëch families had taken over 10% of the share capital in Porsche Automobil Holding and are thus once again the sole owners of the ordinary shares. The 2014 annual report states: "The ordinary shares are indirectly held exclusively by members of the Porsche and Piëch families."

Shares from 2009 to 2013

Common stock proportion owner
27% Family Porsche-Daxer-Piëch Beteiligungs GmbH
26% Porsche participation GmbH family
14% Ferdinand Piëch GmbH
14% Hans-Michel Piëch GmbH
9% Porsche GmbH
10% Qatar Holding LLC (QH)
  • In the families Porsche-Daxer-Piëch Beteiligung GmbH (2008: 7.64%), the shares of Louise Daxer-Piëch are, Ferdinand Alexander Porsche (2008: 12.26%) and Gerhard Porsche (2008: 5.77 %) bundled.
  • The Porsche brothers Wolfgang and Hans-Peter have combined their shares in the Porsche Beteiligungs GmbH family .
  • The owner of Porsche GmbH is the Salzburger Porsche Gesellschaft mbH, in which family members hold a 30% stake who otherwise do not hold any further shares.

Relationship to the stock market and legislation

On November 8, 2004, the then Dr. Ing.hc F. Porsche AG in Frankfurt in court to take legal action against the application of the regulations of the German Stock Exchange. The reason for the dispute was Deutsche Börse's demand that only those companies be listed in the MDAX that produce quarterly reports. Porsche did not meet this requirement and was therefore excluded from the index in 2001. Since there are funds that track this index, the exclusion tends to result in lower demand for the stock.

In the lawsuit, Porsche argued that the most important stock exchange in Europe, the London Stock Exchange , does not make these reports compulsory: "The obligation to submit quarterly reports hinders companies in pursuing long-term strategies." (Wendelin Wiedeking). The Hessian Administrative Court dismissed Porsche's complaint on March 28, 2007 and allowed an appeal on points of law before the Federal Administrative Court .

At the beginning of 2005, Wiedeking publicly and vehemently opposed a planned statutory obligation to disclose individual executive board salaries. He stated in February 2005 that with the implementation of these plans, socialism would find its way into boardrooms. The remuneration of the entire six-member management board in 2007 amounted to 112.7 million euros.

Web links

Individual evidence

  1. ↑ a b Annual Report 2019. Porsche SE, accessed on May 12, 2020 .
  2. ↑ Participation structure. In: www.porsche-se.com. Retrieved May 12, 2020 .
  3. ↑ Agenda for the Extraordinary General Meeting on June 26, 2007
  4. ^ Articles of Association of Porsche Automobil Holding SE
  5. ↑ a b Porsche has acquired over 10 percent of the VW ordinary shares. " Press release by Dr. Ing.hc F. Porsche AG, September 28, 2005
  6. ↑ Porsche becomes the main shareholder of VW Stern, September 25, 2005
  7. ↑ a b Manager Magazin: Porsche - Volkswagen as a flywheel . manager magazin online, December 7, 2005
  8. ↑ FAZ-Net: Automobile - Porsche before VW takeover? . November 16, 2006
  9. ↑ Manager Magazin: Porsche / VW - Unification in the power struggle . January 20, 2006
  10. ↑ Press release from Dr. Ing.hc F. Porsche AG from March 24, 2007
  11. ↑ Manager Magazin: Porsche - A profit of three billion euros expected . July 28, 2007
  12. ↑ Manager Magazin: Volkswagen. Porsche increases - takeover offer due . March 26, 2007
  13. ^ Der Tagesspiegel: Volkswagen - State of Lower Saxony increases VW shares . May 29, 2007
  14. ↑ Porsche wants all the power at VW. Spiegel-Online, September 1, 2007
  15. ↑ Press release from Porsche SE of March 3, 2008 ( Memento of June 29, 2009 in the Internet Archive )
  16. ↑ Press release from Porsche SE of March 10, 2008 ( Memento of June 29, 2009 in the Internet Archive )
  17. ↑ Press release from Porsche SE of September 16, 2008 ( Memento of June 29, 2009 in the Internet Archive )
  18. ↑ Spiegel.de: Billion lawsuit - When did Porsche decide to take over VW? , January 26, 2010
  19. ↑ Porsche is aiming for a domination agreement. May 6, 2019, accessed October 2, 2019 .
  20. ↑ Frankfurter Allgemeine Zeitung : "Porsche controls 74.1 percent of VW" , October 27, 2008, No. 251, p. 14
  21. ↑ Dietmar Hawranek: The hour of the old . In: Spiegel Online , April 27, 2009
  22. ↑ Press release from Porsche SE of January 5, 2009 ( Memento of September 4, 2010 in the Internet Archive )
  23. ↑ Press release from Porsche SE of November 7, 2008 ( Memento of May 30, 2009 in the Internet Archive )
  24. ↑ focus.de: Porsche has to pledge VW shares , April 8, 2009
  25. ↑ Porsche expands VW stake for 400 million euros. Finanznachrichten.de, accessed on March 19, 2019 .
  26. ↑ Press release from Porsche SE of May 6, 2009 ( Memento of June 4, 2009 in the Internet Archive )
  27. ↑ Anselm Waldermann: Merger instead of takeover - Wiedeking fails with attack on Volkswagen . In: Spiegel-Online, May 6, 2009
  28. ↑ Tagesschau from July 23, 2009: Wiedeking is leaving - VW is coming
  29. ↑ Press release from Porsche Automobil Holding SE from July 23, 2009
  30. ↑ Porsche vs. VW - Power Struggle of Alpha Animals , Spiegel-Online, July 16, 2009
  31. ↑ Losers in the power struggle - Porsche separates from Wiedeking , Spiegel-Online, July 23, 2009
  32. ↑ Volkswagen Supervisory Board approves the basic agreement for an integrated automobile group with Porsche ( Memento of the original from December 15, 2010 in the Internet Archive ) Info: The archive link was automatically inserted and not yet checked. Please check the original and archive link according to the instructions and then remove this notice. , volkswagenag.com, August 13, 2009 @1@ 2Template: Webachiv / IABot / www.volkswagenag.com
  33. ↑ a b Press release from Porsche Automobil Holding SE dated August 13, 2009
  34. ↑ Annual Report 2009/10 of Porsche Automobil Holding SE, p. 14
  35. ^ Porsche SE Winterkorn and Pötsch on the Board of Management Auto-Motor-Sport, November 25, 2009
  36. ↑ Press release from Porsche Automobil Holding SE dated August 14, 2009
  37. ↑ Volkswagen AG: Volkswagen takes a 49.9 percent stake in Porsche AG, corporate announcement of December 7, 2009 ( Memento of the original of January 12, 2011 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. @1@ 2Template: Webachiv / IABot / www.volkswagenag.com
  38. ↑ Press release from Porsche Automobil Holding SE from November 20, 2009
  39. ^ Report on the period from January 1, 2011 to November 3, 2011 of the 2011 financial year , Porsche SE: Interim Report , p. 2
  40. ↑ Wiedeking compensation causes trouble again . Stuttgarter Zeitung Online, August 5, 2010
  41. ↑ Parallels to Mannesmann  ( page no longer available , search in web archives )  Info: The link was automatically marked as defective. Please check the link according to the instructions and then remove this notice. . Stuttgarter Zeitung Online, August 8, 2010@1@ 2Template: Toter Link / www.stuttgarter-zeitung.de  
  42. ↑ circles: Porsche successfully completes capital increase . Reuters, Wednesday, April 13, 2011, 4:13 p.m.
  43. ↑ Volkswagen takes over the remaining shares in Porsche at handelszeitung.de, August 1, 2012, 6:01 p.m.
  44. ↑ porsche-se.com: News archive March 19, 2013
  45. ↑ Porsche SE acquires minority stakes in 3D printing specialists. May 6, 2019, accessed August 22, 2019 .
  46. ^ Judgment in the "Porsche proceedings". In: landgericht-stuttgart.justiz-bw.de. Retrieved September 24, 2019 .
  47. ^ Acquittal for former members of the executive board of Porsche SE. May 6, 2019, accessed September 24, 2019 .
  48. ↑ The acquittal in criminal proceedings against the former executive board members of Porsche SE becomes final. May 6, 2019, accessed September 24, 2019 .
  49. ↑ Porsche SE acquires 1.5 percent of ordinary shares in Volkswagen AG from Suzuki. May 6, 2019, accessed October 2, 2019 .
  50. ↑ a b Annual Report 2017. Porsche SE, accessed on January 30, 2019 .
  51. ↑ Porsche SE: Financial holding takes over first company with PTV in Karlsruhe. manager-magazin.de, accessed on January 31, 2019 .
  52. ↑ a b Annual Report 2018. Porsche SE, accessed on March 19, 2019 .
  53. ↑ Prof. Siegfried Wolf elected to the supervisory board of Porsche SE. May 6, 2019, accessed August 22, 2019 .
  54. ↑ FAZ.NET on June 23, 2005
  55. ^ T-Online on January 25, 2008
  56. ↑ wiwo.de: Qatar buys ten percent from Porsche , August 14, 2009
  57. ^ Spiegel Online "Qatar is getting out of Porsche , accessed on June 17, 2013
  58. ↑ a b Bafin.de: Publication of the tenor and the essential reasoning of the decision of the Federal Financial Supervisory Authority of January 5, 2012 on the exemption pursuant to Section 37 (1) WpÜG from the obligations under Section 35 (1) sentence 1 and (2) Sentence 1 WpÜG in relation to Renk AG, Augsburg, January 20, 2012
  59. ↑ manager-magazin issue 6/2005
  60. ↑ manager-magazin March 8, 2008
  61. ↑ Handelsblatt March 28, 2007

Coordinates: 48 ° 50 '7.6 "  N , 9 ° 9" 7.1 "  E