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GENERAL MOTORS AND SPYKER CARS REACH AGREEMENT ON SAAB

Posted on 26. Jan, 2010 by .

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News Release
spykerheader

• GM and Spyker Cars announce a binding agreement over the transfer of ownership
of Saab
• Terms are agreed and the deal is expected to close in February
• Saab’s future as an independent company is secured
• Saab will exit the orderly wind-down process
• Spyker shareholders will restructure at closure of the deal
• Swedish Government issues guarantee in favour of EIB

ZEEWOLDE, The Netherlands (26 January, 2010) – General Motors Company and Spyker Cars N.V, today confirmed the details of a binding agreement over the transfer of ownership of Saab Automobile AB of Trollhättan, Sweden. The transaction is expected to close in February and Saab Automobile will exit the orderly wind down process in line with that timetable.

The transaction will be accomplished as follows:

• Spyker acquires from Saab Automobile Investering AB, a subsidiary of General Motors (“GM”), all the issued and outstanding ordinary shares in the capital of Saab Automobile A.B. (“Saab”) for a consideration of USD 74 million (“Purchase Price”).

• The Purchase Price will be paid in two instalments. The first instalment of USD 50 million will be paid on the date of completion of the transaction, expected to take place on or before February 15, 2010 (“the Closing”). The second instalment of USD 24 million will be paid on July 15, 2010.

• The Share Purchase Agreement is subject to the execution of a EUR 400 million loan agreement between Saab and the European Investment Bank (“EIB”), guaranteed by the
Swedish Government. Today, the Swedish government announced approval of this guarantee. The guarantee is subject to approval by the European Commission, which is expected shortly.

• Upon completion of the transaction GM will retain redeemable preference shares of USD 326 million. The preference shares represent less than 1% of the voting rights in the capital of Saab. The mandatory redemption date is 31 December 2016 and Saab has the right to request voluntary redemption at any time prior to this date. The preference shares carry a dividend entitlement of 6% starting from January 2012, increasing to 12% as from July 1, 2014. The dividend over 2012 will be added to the principal, but as from January 1, 2013 the dividend is payable in cash. Should Saab have insufficient distributable reserves to pay the cash dividend it will be added to principal increased with a penalty factor.

• In order to allow Saab to operate on a stand-alone basis outside GM, Saab and GM will enter into a number of ancillary agreements. As part of the transaction, Spyker intends to negotiate the acquisition of all the outstanding shares in Saab Great Britain Limited, the UK distribution, marketing and sales company for Saab from General Motors UK Limited.

• Spyker will issue a corporate guarantee not exceeding USD 10 million for Saab’s obligations to and for the benefit of the financing company GMAC.

• Spyker will as soon as practically possible convene a general meeting of shareholders to approve the transaction. Spyker obtained irrevocable voting undertakings to vote in favour of the transaction representing the voting majority of its current shareholders.

• It is the intention to change the name of Spyker Cars N.V. at that general meeting of shareholders to Saab Spyker Automobiles N.V.

• As back-up financing, Spyker entered into a EUR 150 million Equity Credit Line Facility with GEM Global Yield Fund Limited (“GEM”) for a term of 3 years. According to this facility, Spyker may issue shares to GEM at 90 per cent of the volume weighted average price of the shares over a period of 15 trading days following a draw down notice sent to GEM by Spyker. In relation to the GEM facility, Spyker has issued to GEM share warrants in respect of 1,570,000 ordinary shares at an exercise price of EUR 4 per ordinary share. The warrants have a 5 year
term.

The object of acquisition
• In spite of media reports that certain parts have already been sold off, the object is Saab as a complete entity and going concern with all IP rights, trademarks, facilities and other infrastructures. The sale of pre 2003 Saab 9-3 and current Saab 9-5 technology to BAIC in December 2009 did not result in any part of Saab’s business being divested or devalued. On the contrary, Saab has already started the production of the new generation Saab 9-5 in Trollhättan.

• Both Saab management and Saab GB management prepared an estimated balance sheet as at 31 December 2009 for the purpose of this transaction. These estimated balance sheets are
still subject to final account closing and audit procedures.

• Spyker Cars does not yet have a balance sheet as at 31 December 2009 ready for reporting purposes. As such, it would be premature to show a pro-forma combined balance sheet for
Spyker, Saab and Saab GB as at 31 December 2009.

• Therefore Spyker only disclose an indicative combined balance sheet of Saab and Saab GB as at Closing date based on the estimated balance sheets for both entities as at 31 December
2009, adjusted for the impact of the transaction items as at Closing date.

• It should be noted that the indicative closing balance sheet is based on the latest estimated balance sheets of both entities by Saab and Saab GB management which are subject to final closing and audit procedures and therefore subject to change, and does not reflect any potential fair value or purchase price allocation adjustments. The indicative closing balance sheet should therefore not be considered as the actual closing balance sheet, but only as an indication for the assets and liabilities to be acquired at closing date.

stats

Saab’s and Saab GB’s combined revenue amounted to some EUR 1.0 billion in 2009 (2008:
EUR 1.6 billion). Earnings before interest, taxes and depreciation amounted to EUR 0.4 billion
negative in 2009 (2008: EUR 0.3 billion negative). In 2009 Saab sold 39.903 cars and
produced 20.791 cars versus selling 94.751 cars in 2008 and producing 89.086 cars.

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RESTRUCTURING AND MANAGEMENT BUY-OUT

As from Closing of the Saab acquisition, the ownership structure of Spyker will change as follows:

• Tenaci Capital B.V. (“Tenaci”), a company wholly owned by Mr. V.R. Muller has made a successful bid on Mr. V. Antonov’s current shareholding in Spyker consisting of 4.6 million ordinary shares. As agreed in 2007, when Mr V. Antonov acquired his shares in Spyker, Mr. V. Antonov will cause the transfer of the priority share to Spyker if and when he would dispose of his shareholding. A resolution to cancel the priority share will be proposed at the upcoming EGM.

• Messrs. N. Stancikas, M. Bondars and Mr. V. Antonov will retire as members of Spyker’s Supervisory Board effective as per the date of Closing.

• Tenaci will grant to Spyker two loans. One for an amount of USD 25 million towards payment of part of the Purchase Price for Saab upon completion of the transaction. A second loan for an amount of EUR 57 million for repayment of all of Spyker’s current outstanding loans to banks and other financial institutions controlled directly, or indirectly by Mr. V. Antonov. This loan mirrors the existing terms (including the lender’s right to convert EUR 9.5 million into ordinary shares at a conversion price of EUR 4.00 per share).

• The sale will be subject to customary closing conditions, including receipt of applicable regulatory, governmental and court approvals. Other terms and conditions specific to the sale are not being disclosed at this time. Victor R. Muller, Spyker’s CEO, stated: “We are very much looking forward to being part of the next chapter in Saab’s illustrious history. Saab is an iconic brand that we are honoured to shepherd. We are delighted to have secured the jobs and livelihoods of thousands of loyal Saab employees, suppliers and dealers and to have given reassurance to the 1.5 million Saab drivers and enthusiasts around the world. It was breathtaking to see so much support from the global Saab community over the last months which not only shows the strength of the brand but also helped us in our relentless determination to get the deal done.”

“Spyker Cars will provide Saab with the backing required to compete as a competitive global brand along with an entrepreneurial leadership team sensitive to the uniqueness, heritage and individuality of the Saab brand. I would like to extend my sincere gratitude to Vladimir Antonov for his formidable support during the past two years. His contribution has allowed Spyker to get to the point that this
transaction was made possible. I also want to extend my gratitude to Messrs. Stancikas and Bondars as Members of the Supervisory Board. They have made very valuable contributions to our company
during their respective terms.”

“Finally I would like to thank the Swedish Government for its constant support for our efforts culminating in granting the Guarantee in favour of the European Investment Bank today for an EUR
400 Million loan to Saab which we hope to secure in the coming weeks.”

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Jan Åke Jonsson, CEO of Saab Automobile AB said: “It has been a challenging 15 months for Saab but our global organization has shown a fighting spirit that will serve us well going forward. The
agreement with Spyker Cars has secured Saab’s future and will enable us to maximize the brand’s potential through an exciting new product line-up with a distinctly Saab character.”

“Today’s news is great for Saab’s customers, dealers, suppliers and employees around the globe. The level of passion and support shown to Saab over recent months has been remarkable and I would like
to take this opportunity to thank all of those people who continued to believe that Saab deserved a future. Now we aim to get back to the execution of our business plan and with the continued support
of our employees and business partners I am confident we will succeed.”

Nick Reilly, President GM Europe, added: “As a responsible corporate citizen in Europe, and throughout the entire period, GM has always had the hope to find a positive solution for Saab that
would avoid a wind-down of the brand. We have worked very hard with many parties, including governments and investors, and I’m very pleased that we could come to such a positive conclusion
that preserves jobs in Sweden and elsewhere. GM will continue to support Saab and Spyker Cars on their way forward.”

-Ends-

Note for the media, not for publication
For further media information, please contact:

Saab Automobile Press Office
Tel: +46 (0)520 279797

Spyker Cars Europe, PFPR Communications:
Mike Stainton
T: +44 (0) 1622 77 66 87
M: +44 (0) 7739 891 040
E: mike.stainton@pfpr.com

Tom Housley
T: +44 (0) 1622 766510
M: +44 (0) 7746 646 356
E: thomas.housley@pfpr.com

Peter Rawlinson
T: +44 (0) 1622 691 361
M: +44 (0) 7971 472 715
E: peter.rawlinson@pfpr.com

Spyker Cars North America, PCG Campbell:
Shane Smith
T: +1 310 224 4965
M: +1 310 224 4965
E: ssmith@pcgcampbell.com

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SAAB SK-37 Viggen Jet Update On Shipment To U.S.

Posted on 09. Jul, 2009 by .

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Photo Credit: Collings Foundation

The folks at the Collings Foundation have kindly shared with us, some recent photographs of the SAAB SK-37 VIGGEN being shipped to the United States from Sweden.There were previously some delays on getting this aircraft transported, but now that has been resolved.

sk37a.jpgOnce all of the parts have been received, the Collings Foundation will be piecing them together and will eventually have it up for display at their museum in Stow, Massachusetts!

Here’s hoping the delays are over and we’ll see this historic Viggen jet stateside this year.

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1995 Saab NG 900 Pikes Peak Car Sold At Auction For $8,470

Posted on 14. Jan, 2009 by .

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Photo Credit: Barret Jackson

At 4:00pm yesterday in Scottsdale, Arizona, the 1995 Saab NG 900 Pikes Peak Car sold for $8470.00 at the Barret Jackson Auction house.

I mentioned this vehicle back on December 19th, and I hope it’s the last Saab USA Heritage Collection car to be sold.

I hope that this car makes its way to its rightful owners, either the Saab Automobile museum in Sweden or the Rocky Mountain Saab Club who are hosting the 2009 Saab Owners Convention nearby Pikes Peak Colorado.

At this time, I have no idea who purchase the car, but I hope to find out soon.

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Who Could Saab Automobile’s New Owner Be?

Posted on 24. Dec, 2008 by .

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buyers.jpg

In order to help narrow down the possible choices of buyers for the Saab Automobile AB brand by March of 2009, I am posting a poll for your to vote to see who could be their possible buyer.

We can begin by stating that the Swedish Government, SAAB AB, SCANIA AB, Investor AB, koenigsegg AB have no interest in buying Saab Automobile at this time.

The possible buyers however could be the following as indicated by Saab Automobile AB’s President, Jan-Ake Jonsson back on December 3rd with the Swedish Press:

The potential buyers that could take Saab Automobile into their 4th era, could be Tata, BMW, PSA all possible buyers he says, but I wonder if Fiat and/or Opel or another could be as well?

Update: We know that Tata Motors now has no interest in acquiring Saab Automobile, nor do PSA Peugeot-Citroen, so perhaps BMW is it, unless there is a surprise not yet mentioned.

Please vote below as it will be interesting to see why you vote the way you do by providing comments such as “why you think one company would be the buyer over the other” (ie. more cash than another company, a better fit for Saab, etc.)

I have closed the poll below given the recent developments.

Who Could Saab Automobile's New Owner Be?

  • BMW (42%, 38 Votes)
  • FIAT (16%, 15 Votes)
  • Opel (16%, 15 Votes)
  • PSA (11%, 10 Votes)
  • Other (9%, 8 Votes)
  • TATA Motors (5%, 5 Votes)

Total Voters: 91

Loading ... Loading ...

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General Motors To Sell Saab USA Heritage Collection Cars

Posted on 19. Dec, 2008 by .

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Photo Credit: Saab History 2007 (L-to-R) Peter Backstrom Saab Car Museum Sweden / Dick Balsey GM Heritage Collection

Photo Credit: Saab Automobile USA

Jalopnik has reported that the 1995 Saab 900 Pikes Peak Car, will be going up for auction at the Barret Jackson auction house early next year in Scottsdale, Arizona.

The 1995 Saab 900 Pikes Peak Car is the first car in the Saab USA Heritage Collection to be auctioned off, and it may not be the last.

I have checked the Barret-Jackson website and have not seen it listed, so I’ve contacted them as well as Saab Automobile USA to confirm or deny these reports. They have confirmed this now.

I have also contacted Jan-Willem Vester at Saab Automobile USA and he has confirmed these reports as well.

In finding that these reports are true, and I am absolutely livid and floored that GM can be so short-sighted in this regard.

I have asked many people from Saab Automobile USA, to the GM Heritage Collection to the Saab Car Museum as to why this car can’t be offered to the Saab Car Museum in Trollhättan, Sweden! and here’s what I have understood at this time from the GM Heritage Collection as well as Saab Automobile USA, which seem to be conflicting statements:

The Saab Car Museum is not part GM, therefore we can’t send the cars to them – GM Heritage Collection

The Saab Car Museum does not have the budget in Sweden to acquire even a few cars at this time – Saab Automobile USA

No response as of the time of this posting from Peter Backstrom at the Saab Car Museum.
[…]

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The New England Saab XWD Salomon Ski Promotion

Posted on 22. Nov, 2008 by .

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Photo Credit: Saab Automobile

I have been talking about Saab Automobile partnering with ski resorts for the up and coming XWD product launch, and at least finally, something, although not as significant as it should have been with Okemo, is taking place.

In New England, participating Saab dealerships are offering a Saab XWD & Salomon X Wing Ski Promotion program until January 5th, 2009, when the Saab-Salomon partnership in North America comes to an end.

This program allows in summary,

Test Driving:

Those test driving a 2009 9-3 XWD, a complimentary pair of lift tickets redeemable at a certain ski resort in New England for any day of the week for the season.

Buying:

Those buying either a 2008 or 2009 before January 4th, 2009 following their test drive, will also get a a pair of skis and two lift tickets for the season in New England!

Here are the official details below:

Saab XWD & Salomon X Wing Ski Promotion
New England Saab Dealers

Promotion Dates: 11/16 – 1/5/09 Advertising Dates: 11/16-1/3/09

Purchase Incentive Details:

Consumers will receive a complimentary pair of Salomon X Wing skis and bindings with the purchase of any new 2008 or 2009 Saab between 11/16/08 and 1/5/09.
· Once a consumer has purchased a new Saab the dealership is responsible for completing the “Salomon X Wing Skis Purchase Incentive Redemption Form” and faxing it along with the Purchase Agreement to GM R*Works at 313.967.9647 (Attention: Eliza Ollinger). The form must be legible as this will be used for fulfillment.
· Consumers will then receive a Salomon Promotion Certificate within 2 days (via USPS) of R*Works receiving the above redemption form.
· Consumers can take the Salomon Promotion Certificate to redeem one pair of skis and bindings to a participating Salomon Retailer (a complete list of Salomon retailers is included in this packet).

Test Drive Incentive Details:
Consumers will receive a complimentary pair of all-day passes to Ragged Mountain Resort when they test drive a new Saab 9-3 with XWD. The passes are good for any day of the week.
· Once a consumer test-drives a new 9-3 XWD, dealerships are responsible for completing a BRC with the consumer information and faxing it to GM R*Works at 914.244.4660 (Attention: Jennifer Pollack). The form must be legible as this will be used for fulfillment.
· The day passes will then be mailed to the consumer within 2 days (via USPS) of receiving the BRCs via Fax.

In-Dealership Displays:
Dealerships will receive the following point-of-sale materials on Friday November 14th.
· 1 Outdoor Banner (vinyl with ropes/grommets for hanging)
· 3 Showroom Posters
· 3 Showroom Window Clings
Each Dealership will also receive one pair of X Wing skis for on-site display. It is strongly recommended that each dealer orders a ski rack and outfits a 9-3 with the skis.

Also included in this packet:
· Salomon X Wing Skis Purchase Incentive Redemption Form
· BRC for the Ragged Mountain test drive incentive redemption
· Complete list of Salmon Retailers
· Media Flowchart
· Program Contact Information

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How Many Saab Dealerships In United States Backed By GMAC?

Posted on 17. Nov, 2008 by .

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gmac.jpg

Of the 230 Saab Dealerships in the United States, I am interested in how many of those dealerships have been backed by the failing GMAC.

There has been a lot of news lately where GMAC backed dealerships including some Saab dealerships, have been victims of this companies fallout.

If you are a Saab dealership that is backed by GMAC, quickly move to other lending sources now if you have not already seen the writing on the wall!

I am worried that if these Saab dealerships don’t switch to alternatives, they will be victimized by the GMAC failure.

If someone happens to know which Saab dealerships are backed by GMAC, please contact me.

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Saab Automobile Existing & Future Product Rollout Details

Posted on 11. Nov, 2008 by .

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I just received updated future product rollout details from an anonymous internal source today from Saab Automobile:

Here are some more elaborate details on existing as well as future product rollouts as briefly announced this past friday at the GM Press Conference.

Future Products:

Next Generation Saab 9-5

The Next Generation Saab 9-5 (saw pic, its ugly) is pushed back 3 months (until 1qtr 2010)

Saab 9-4x

The 9-4x is pushed back 12 months (until 4th qtr 2010).

Saab 9-3x

No Word Yet on the 9-3x.

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Existing Products:

Saab 9-5 (1998-2009)

The Saab 9-5 Griffin Edition will be the only 9-5 available for 2009

Saab 9-7x (2006-2009)

There are 260 9-7x units available in GM inventory worldwide.

Saab 9-3

The Saab 9-3 Convertible, Sport Sedan & Sport Combi will need to carry the brand in addition to the 9-3x until 2010.

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