Airbus parent EADS plans shareholder reorganization
The board of European Aeronautic Defence & Space was expected Monday to announce a significant reorganization of its core shareholder base that would give the German government a direct stake in the group equal to that of France
The New York Times
PARIS — The board of European Aeronautic Defence & Space, the parent company of Boeing rival Airbus, was expected Monday to announce a significant reorganization of its core shareholder base that would give the German government a direct stake in the group equal to that of France.
The overhaul, the subject of a board meeting late Sunday, would dissolve a decade-old agreement that gave the two countries an effective veto over company strategy, a factor that contributed to the failure of a proposed merger between EADS and BAE Systems of Britain in October.
One person familiar with the details said the state-owned German bank KfW was expected to acquire a 7.5 percent stake held by a consortium of public and private sector German banks, and an additional 4.5 percent from the German automaker Daimler, which owns 15 percent of the company.
The French government, which already owns 15 percent of EADS directly, has agreed to give up 3 percent of its voting rights in the company, said the person, who spoke on condition of anonymity because the board had not yet voted on the change.
The French would continue to hold the full dividend rights of its 15 percent stake, but ownership of the other 3 percent would be transferred to a foundation, registered in the Netherlands, that would have no voting rights.
Details of the accord were expected to be announced Monday, the person said.
The new arrangement would end a shareholder pact that dates to the creation of EADS in 2000, which was intended to balance the national interests of France and Germany by giving a core group of shareholders special veto rights and the right to appoint the members of the company's 11-seat board.
The core shareholder group has until now included Daimler, as well as Lagardere, the French publishing and missiles conglomerate, which owns a 7.5 percent stake in EADS and whose chairman, Arnaud Lagardere, is chairman of the EADS board.
Daimler and Lagardere have long made clear their desire to sell their stakes, which neither considers core to its operations. The dissolution of the shareholder agreement now frees the two companies to dispose of their holdings.
Some of the shares could be sold on the open market, but European news media last week suggested that EADS was also considering a share buyback that could absorb a significant portion of the outstanding shares.
EADS was expected to call for an extraordinary shareholders meeting in the first quarter of next year to approve changes to the ownership structure as well as a new slate of directors.
Lagardere was not expected to be renominated as chairman, although he was likely to be replaced by another Frenchman. According to EADS' bylaws, the chairman and chief executive positions must be split between French and German citizens.
Tom Enders, who took over as chief executive in June, is German.
EADS has long sought a new shareholder arrangement that would preserve the politically delicate balance of influence between France and Germany without subjecting big management decisions to the approval of politicians in Paris and Berlin.
The impact of such political interference was on prominent display in October, when the German government, led by Chancellor Angela Merkel, failed to approve the EADS-BAE combination, sinking a deal that would have created the world's largest aerospace group.