MAN Annual General Meeting votes on squeeze-out
Minority shareholders to receive €70.68 per share as cash compensation
During the Annual General Meeting of MAN SE, which took place virtually, Chief Executive Officer Dr. Ing. h.c. Andreas Tostmann reported on fiscal year 2020, the current situation, and future challenges.
His speech focused on the Company’s merger squeeze-out. TRATON SE, which currently holds 94.36% of MAN SE’s share capital as its majority shareholder, had already announced its intention to merge in 2020 and submitted a formal request for all shares held by the minority shareholders of MAN SE to be transferred to TRATON SE. Deloitte GmbH Wirtschaftsprüfungsgesellschaft had prepared an expert opinion for today’s Annual General Meeting, which calculates the enterprise value of MAN SE at around €10,393 million. Based on this, TRATON SE had set the cash compensation at €70.68 per MAN SE common and MAN SE preferred share.
MAZARS, an expert auditor appointed by court, also examined and confirmed the appropriateness of the cash compensation amount. In light of the above, the MAN Annual General Meeting that took place today voted in favor of transferring MAN shares held by free float shareholders to TRATON SE. The transfer resolution adopted today and the merger itself will take effect as soon as the former has been added to MAN’s commercial register entry and the latter added to the commercial register entries of both TRATON and MAN. All of MAN’s assets will be transferred to TRATON with the merger. MAN SE will cease to exist as an independent legal entity.
This merger squeeze-out brings considerable benefits thanks to a simplified Group structure and cost savings: the transaction removes one of the Group’s tiers, giving the TRATON GROUP a simpler organization and structure. One less legal entity in the chain of companies means costs for what would have been its financial reporting, for example, no longer apply. Furthermore, all MAN shares will stop trading as soon as the merger takes effect. MAN’s delisting eliminates the associated costs and follow-up obligations listed companies have under capital market law.
The squeeze-out will unlock valuable potential the Company needs to master its transformation in the long run. These are all key prerequisites that are more important now than ever before given the three major trends shaping the industry — automation, electrification, and digitalization. Tostmann emphasized: “MAN has always been a company characterized by innovation and an unbelievable determination to evolve in keeping with the times. As part of a powerful team, we want to become a leading provider of intelligent and sustainable transportation solutions. And thus remain a reliable partner for our customers.”
Having said that, the 2020 fiscal year under review initially saw commercial vehicle markets slump as a result of the COVID-19 pandemic. MAN’s production also stood still for weeks. “Like many others, the pandemic hit our Company hard. This crisis has made it absolutely clear just how important MAN Truck & Bus’s repositioning really is. Just look at our key performance indicators for the past fiscal year: the Group’s unit sales declined by 17% in total. Our sales revenue dropped 14% to €10.8 billion.” The situation began to gradually improve in the second half of 2020. “Although this recovery is a marathon, not a sprint.”
Tostmann added that one of the aspects of the realignment is a clear focus on technologies of the future: the pandemic has accelerated the pace of change in the industry. Now, it’s all about starting over, and staying green. Tostmann: “We are determined to reach our aim of climate-neutral transportation. Our target for MAN Truck & Bus: by 2025, every second bus we sell to our customers should be powered by an alternative drive. By 2030, we want this to be the case for 60% of our delivery trucks. And for 40% of our long-haul trucks. We are not just lowering the emissions generated by our vehicles, our plan is to make the entire production of MAN Truck & Bus carbon-neutral by 2030.”
On behalf of the Executive Board, Andreas Tostmann thanked the shareholders for their trust and loyalty: “Thank you for standing by us during these turbulent times. While this merger does mean the end of MAN SE as a legal entity, our Company lives on as a commercial vehicle manufacturer. We are grabbing our future with both hands. We have some big challenges ahead of us. But together, we will overcome them.”