New structure of the combined companiesEnlarge Photo
This ends a seven-year-long takeover feud that saw Porsche previously attempt to take over Volkswagen and an ensuing embroilment of the ruling Porsche and Piech families.
The latest move will allow the integrated automotive group consisting of Volkswagen and Porsche to become a reality two years earlier than the original Comprehensive Agreement signed in 2009, thanks to a separate agreement with German tax authorities.
Under the new structure developed jointly by the two companies, Porsche SE will contribute its operations as a holding company, including its 50.1-percent Porsche stake, to Volkswagen, which already holds indirectly 49.9 percent of the sports car manufacturer.
Once the transaction has closed, Volkswagen will hold 100 percent of the shares of Porsche via an intermediate holding company. In return, Porsche SE will receive the $5.6 billion consideration plus one ordinary share of Volkswagen. The cash consideration is based on the equity value of 3.88 billion euros ($4.85 billion) for the remaining shares of Porsche set out in the original Comprehensive Agreement, plus a number of adjustment items.
Among other things, Porsche SE will be remunerated for dividend payments from its indirect stake in Porsche that it would have received as well as for half of the present value of the net synergies realizable as a result of the accelerated integration, which amount to a total of approximately 320 euros million ($400 million). If all goes to plan the move should be finalized by August 1.
Speaking at the announcement this week, Volkswagen CEO Martin Winterkorn said, "The unique Porsche brand will now become an integral part of the Volkswagen Group. That is good for Volkswagen, good for Porsche and good for Germany as an industrial location.”