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Daimler-Chrysler: Merger & Beyond
Supporting & Related Pages:
Juergen Grasslin, Juergen Schrempp and the Making of an Auto Dynasty. McGraw-Hill, 2000.
BILL VLASIC & BRADLEY A. STERTZ, Taken for a Ride: How Daimler-Benz Drove off with Chrysler, Wiley (William Morrow & Company, Inc.), 2000.
Germany’s biggest company embarked this week on what experts say is the biggest stock transfer action in German financial history. Shareholders in Daimler-Benz voted by an overwhelming majority Friday (September 18) to approve the company’s proposed merger with Chrysler, whose shareholders likewise gave almost unanimous support to the deal the same day. The next step in carrying through the merger, Daimler officials announced Monday (September 21), will be to persuade shareholders to exchange their Daimler-Benz stock for new Daimler-Chrysler shares.
The more who do so, the better for everyone. At least three-quarters of Daimler-Benz’s shareholders have to participate voluntarily in the trade-in for the merger to proceed according to the terms of the deal, a provision made with an eye to the potential tax burden on Chrysler’s shareholders. If, as Daimler officials hope, 90 percent or more of its shareholders participate, the merger would qualify as a “pooling of interests” under U.S. accounting regulations, which would allow the new corporation to avoid taking a charge against future earnings for the premium Daimler-Benz is paying above the value of Chrysler’s assets. With a target of 90 percent-plus in sight, Daimler-Benz outlined plans Monday for a month-long campaign to spur shareholders to action.
Hitting that target certainly looks to be possible, going by shareholder support for the merger. In Friday’s vote, the owners of 99.89 percent of Daimler-Benz’s stock backed the merger. Chrysler’s stockholders gave their assent with a hardly less compelling 97.5 percent pro-merger vote. If the merger goes ahead as planned, Chrysler’s shareholders will receive .6235 shares of Daimler-Chrysler stock for each share of Chrysler they now hold. In all, they will own approximately 42 percent of the new company. Daimler-Benz’s shareholders will receive Daimler-Chrysler shares at a rate of one-to-one, but they will receive a bonus of .005 of a share per share - an extra share for every 200 they currently own - if the 90-percent trade-in goal is met.
Together, Daimler and Chrysler expect to produce a total of 4.4 million vehicles this year and to take in DM 260 billion in revenues. The new company, which will have its headquarters in Stuttgart and an administrative seat outside Detroit, will be the world’s third largest auto-maker, trailing only General Motors and Ford in output. The combined Daimler-Chrysler work force will number approximately 428,000, and all employees, Daimler and Chrysler officials have been insisting, can expect to hold on to their jobs. The goal of the merger, they say, is to reap savings by cooperation in developing new products and new technologies, not by slashing payrolls.