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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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Christian Von Koenigsegg Interviewed About Saab Vision

Posted on 27. Oct, 2009 by .

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Car Magazine has interviewed Christian Von Koenigsegg about his vision for Saab Automobile. If you have not learned much about CvK and his vision for Saab, please read this interview in addition to the on camera interview I did back in September.

What’s surprising in this interview is that CvK admits it was not his idea, but previous investor, Mark Bishop’s idea for Koenigsegg to buy Saab from GM.

Read the rest below.

cvk_saab.jpg

Photo Credit: Getty Images

By Tim Pollard

27 October 2009 11:12

We meet Christian von Koenigsegg in Ãngelholm in the old flying squadron offices of Koenigsegg Automotive’s offices. A new supercar rolls out of the old Jas hangar every fortnight on average, each built by hand. The rolls of carbonfibre lying around serve as a reminder that life is about to become very different. Koenigsegg is leading the masterplan to buy Saab from GM, a deal which is dragging on as funding and legal loops are jumped through. A perfect time then, for CAR to interview Christian von Koenigsegg on his plans. He talks candidly about future product, the chances of reviving the Sonnet sports car brand, launching a sub-9-3 Mini rival and returning to rallying.
[…]

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How Will Saab Compete In An Era Of Emerging Hatches?

Posted on 14. Oct, 2009 by .

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It is rather ironic, but today it seems like everyone except for Saab, is launching premium hatchback models. I say, good for them for doing it because Saab was historically known for hatches, however that 28-year history of hatchbacks came to an end in 2002.

Joe from Gaywheels states that “The trend seems to be melding the sedan with wagon to get a hybrid hatch. Not as functional as a wagon but arguably more sexy.”

The majority of the competition is now beginning to offer a number of premium hybrid hatchback models for buyers today from 3-doors to 5-doors and the demand is growing.

When it comes to the all new Saab 9-5 sedan, many were hoping including myself for that to also be a premium sport back model with a hatch, but it was not.

To clarify, while Saab has wagons or combi models and even an all new 9-5 Wagon coming. However, these models are not hatchbacks are not a replacement for a sport back premium hatch as they are wagons and therefore a completely different segment.

The question now is going to become, can Saab Automobile, once a legend in premium sport back hatches, compete in a premium hatchback segment where they no longer offer this in their product portfolio? I wonder if ending the hatchback a whole seven years ago and now seeing the market demand what they once had with competitors responding, is going to finally send the message to Saab Automobile. Regardless, Saab best take swift action and include a hatch in the all new 9-5 sedan as a variant and certainly in the new 9-3 to debut in 2011.

Here’s a list of manufacturers with their respected models on board with a 5-door hatchback model today that are part of the premium luxury sport hatch segment including some with the versatile twin-back system.

BMW 2010 3-Series & 5-Series Hatchbacks W/Twin Back

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Audi 2010 A5 Sportback

audiohatch.jpg

Skoda 2010 Superb W/Twin Back

skodahatch.jpg

Honda 2010 CrossTour

crosstour

Opel Insignia 2010 5-door hatch (same platform as all new Saab 9-5)

opelhatch.jpg

Jaguar To Launch 2014 Hatchback To Model Lineup

jag300.jpg

Porsche – 2010 Panamera

porschehatch.jpg

Aston Martin – 2010 Rapide 5-Door Hatch

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Bugatti 2013 Bugatti C16 Galibier 3-Door & 5-Door Hatch

bugattihatch.jpg

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Another Saab Exclusive Designed Dealership Facility Sold

Posted on 13. Aug, 2009 by .

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Photo Credit: Saab Of Baltimore / 2006

Sports Car Service, who I visited back in 2007 has sold family owned and operated Hunt Valley Saab also known as Saab of Baltimore Saab designed dealership this week according to the Co Star Group. While the building will serve a new use, the dealer continues, but operates under a new name as they have merged with a multi-brand dealership nearby.

It’s a shame that another one of these Saab designed exclusive dealership facilities is now gone due to promised product which dictated the construction of the new facility, never arriving.

Delaware-based Sports Car Service Inc. sold the former Hunt Valley Saab dealership at 11212 York Road in Hunt Valley, MD, to Jackson Properties Inc. for $2.86 million, or $198 per square foot.

The buyer plans to occupy the property next month, doing business as Finch Services.

The two-acre property includes a 14,470-square-foot retail building that was built in 1997. The property has 118 feet of frontage on York Road and 120 parking spaces.

Phil Hoge and J. Gregory Ellis from Patterson Woods Commercial Properties represented the seller, while Ketchum Secor from CB Richard Ellis represented the buyer in this transaction.

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Official Press Release: General Motors and Koenigsegg Group AB Reach Tentative Agreement on Saab

Posted on 16. Jun, 2009 by .

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General Motors and Koenigsegg Group AB Reach Tentative Agreement on Saab.

Finally, official confirmation!

General Motors and Koenigsegg Group AB Reach Tentative Agreement on Saab

# Deal will secure Saab’s future
# EIB expected to provide $600 million financing with state guarantee by the Swedish government
# GM reinvention achieves another milestone

Zurich. General Motors Corp. and Koenigsegg Group AB, a consortium led by Koenigsegg Automotive AB, today confirmed the details of a memorandum of understanding for the purchase of Saab Automobile AB that secures Saab’s future.

The sale, expected to close by the end of the third quarter of this year, includes an expected $600 million funding commitment from the European Investment Bank (EIB) guaranteed by the Swedish government. Additional support is to be provided by GM and Koenigsegg Group AB to fund Saab’s operations and product program investments. This includes plans to launch several new products that are in the final stages of development. Saab had filed for reorganization under Swedish Law on Feb. 20, 2009. This tentative agreement is a key milestone for Saab to successfully emerge from its reorganization process.

“This is yet another significant step in the reinvention of GM and its European operations,” said GM Europe President, Carl-Peter Forster. “Saab is a highly respected automotive brand with great potential. Closing this deal represents the best chance for Saab to emerge a stronger company. Koenigsegg Group’s unique combination of innovation, entrepreneurial spirit and financial strength, combined with Koenigsegg’s proven ability to create world-class Swedish performance cars in a highly efficient manner, made it the right choice for Saab as well as for General Motors.”

As part of the proposed transaction, GM will continue to provide Saab with architecture and powertrain technology during a defined time period. Additionally, Saab plans to produce its next generation 9-5 models in the Saab production facility in Trollhättan, Sweden.

“The proposed agreement will enable us to maximize the brand’s potential through an exciting new product line-up with a distinctly Swedish character. Today’s announcement is great news for Saab’s current and future customers, dealers, suppliers and employees around the globe, said Jan Åke Jonsson, Managing Director of Saab Automobile AB.

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. Deutsche Bank acted as financial advisor to General Motors Corporation.

General Motors Corp., one of the world’s largest automakers, was founded in 1908, and today manufactures cars and trucks in 34 countries. With its global headquarters in Detroit, GM employs 235,000 people in every major region of the world, and sells and services vehicles in some 140 countries. In 2008, GM sold 8.35 million cars and trucks globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM’s largest national market is the U.S., followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. In Europe, GM sells its vehicles in over 40 markets. It operates 10 vehicle-production and assembly facilities in seven countries and employs about 50,000 people. More information on GM can be found at http://media.gmeurope.com and http://www.gmeurope.com. GM Europe executives blog at http://drivingconversations.com.To support informed discussion and fact-based reporting, GM and Opel & Vauxhall have launched a new website at http://gmeuropefactsandfiction.com.

Koenigsegg Group AB is a consortium of private investors led by Koenigsegg Automotive AB. Koenigsegg Automotive AB manufactures supercars. It has representatives in Africa, Asia, Europe, the Middle East, North America, and the Oceania. The company was founded in 1994 and is based in Ängelholm, Sweden.

CONTACT(S):

GM Europe
Chris Preuss
+41 44 828 25 00
jchristopher.preuss@gm.com

Saab Automobile AB
Eric Geers
Tel: +46 (0) 520 27 97 97
eric.geers@gm.com

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Saab History Learns That Koenigsegg & Power Circle Are Best Choices As Prospective Saab Automobile Owners

Posted on 30. Apr, 2009 by .

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I have recently received an e-mail from an anonymous insider. This person has indicated that apparently Saab Automobile believes that the Swedish company Koenigsegg & the Swedish investment group (Power Circle) are to be the best possible buyers for their company at this time.

Swedish company, Koenigsegg is the third automobile manufacturer in Sweden and has a long racing history and is touted as the best company to take ownership of Saab Automobile.

Power Circle is a Swedish investment group coupled with Sweden’s Innovatum in Trollhattan and the country’s largest energy provider, Vattenfall. The Norwegian government has also expressed interest in funding the new hybrid development and electric car projects at Saab Automobile as well.

It looks like right now, unless things change, the Swedish investment group, Koenigsegg & the Swedish Government will be the formation of financially supporting Saab Automobile once emerged from reconstruction on May 20th. Having a fully-Swedish owned & invested company will satisfy the requirements of the Swedish Government’s loan guarantees ensuring sustainability and locality keeping all production, talent, engineering, etc. at Saab Automobile in Sweden.

I should mention that the Power Circle group, and all of the parties involved have not responded to Saab History’s inquiries, and they are the only ones that have not, coincidence?

I leave you with a quote from Saab Automobile’s Eric Geers not too long ago.

“I cannot disclose who they are, but I can confirm that there is a group of investors in Sweden which has shown interest,” Saab spokesman Eric Geers told Automotive News.

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Swedish Government’s Enterprise Minister, Jöran Hagglund Says Saab Has 3 To 5 Serious Bidders

Posted on 02. Apr, 2009 by .

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Dow Jones Swedish Correspondent, Ola Kinnander, indicates in a dialogue with Jöran Hagglund, (the Swedish Government’s State Secretary who is fighting for Saab Automobile’s success) that Saab Automobile has 3-5 serious bidders.

What is interesting about this is that back in December we heard that there were 3 bidders from Jan-Ake Jonsson, then later we heard about 5, then recently 6-8 and then from the union IF Metall, 10!

I am beginning to be less interested in the number of bidders and more interested in who they are already.

Here is the piece below from tMr Kinnander of Wall Street Journal:

Sweden Government Official: 3 To 5 Serious Bidders for GM’s Saab / Dow Jones

By Ola Kinnander ? April 1, 2009

STOCKHOLM – Saab Automobile AB, which owner General Motors Corp. is trying to sell, appears to have attracted between three and five serious bidders,
but its chances of survival remain uncertain, a senior Swedish government official told Dow Jones Newswires Wednesday.

He also said the Swedish and German governments have discussed the possibility of merging Saab and Opel, another troubled GM unit, but
decided such a deal wasn’t feasible.

Saab in recent weeks has said that about eight parties have expressed interest in potentially taking over the Swedish car maker.
Joran Hagglund, a state secretary in the Swedish Enterprise Ministry who is the government’s main liaison with the auto industry, said in an
interview that he suspects some rival car makers may signal interest in Saab simply to gain access to its books and research and development plans.

The picture may clear up in a couple of weeks, and then it may show that “between three and five” parties are seriously considering investing in Saab, he said. However, Hagglund doubted whether this interest would be enough to save Saab once GM cuts its ties. “It would be very nice” if Saab could survive, he said. “But the signs point the other way. The auto industry is in free fall. There may be no strong buyers.”

Potential buyers likely can soon choose between several car companies in crisis. “The question then is, does Saab’s concept fit into an interested party’s ideas? I can’t answer that, other than to say that it looks grim,” he said.

Saab in February filed for bankruptcy protection, similar to the Chapter 11 process in the U.S. Saab on Monday will meet with the reconstruction team and representatives of GM and Sweden in a Swedish court to decide whether the reconstruction period, which is set to expire next month, will be extended.

Hagglund said that since GM had paid almost all of the debt owed to Saab’s suppliers, he expected the court to approve Saab’s request for an extension for up to three months more.

He also said he thought it was unlikely that Saab and Opel, GM’s struggling German unit, would team up. The Swedish and German governments have discussed that possibility but “have pretty much concluded that … it’d be pretty difficult to find an owner who wants to go in and own both of these loss-making companies.”

Hagglund reiterated the Swedish government’s stance that it wasn’t interested in owning any auto companies.

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Saab History Interviews Mats Hilmersson, Director of Hybrid Engineering At Saab Automobile AB

Posted on 24. Mar, 2009 by .

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I have recently interviewed Mats Hilmersson, Director of Hybrid Engineering at Saab Automobile AB with some quick questions about what he does and what’s going on within the hybrid engineering department.

His succinct response about the future of hybrid engineering at Saab Automobile helps us think about the future, following the previous information from the former director Mats Reimark.

A thank you to Mats Hilmersson for his time in sharing a bit about his role and the future of Hybrid Engineering at Saab Automobile AB.

Saab History: How and when did you start working at Saab Automobile AB?

Mats Hilmersson: January 1998. Engine development.

Saab History: What you currently do for Saab Automobile AB when it comes to Hybrid Development & Engineering?

Mats Hilmersson: I’m the department manager for Hybrid Engineering at GM Powertrain Sweden AB.

Saab History: What hybrid projects are you working on, what and when would we expect to see them?

Mats Hilmersson: We do Pre-Development engineering activities within GM Powertrain’s hybrid pre-development projects. We work with different variants of GM’s exisiting technology and the next generation of hybrid systems. Concerning expectations regarding projects to the market I have to refer to the GM Information department.

Saab History: What kind of inspiration and positive news can you provide my readers about the future of Saab Hybrid products?

Mats Hilmersson: Saab will meet customer expectations regarding the future hybrid roll out. Saab is dedicated to the Responsible Performance statement and that includes a clear step towards next generation powertrains where the hybrid variants are vital. I’m confident that Saab will convince, I know it, since I’m in the middle of the technology development.

Saab History: Anything else you would like to share with the readers on Saab History?

Mats Hilmersson:
It’s interesting to see the trends in the industry slowly turning towards the traditional Saab value down-sized engines with supercharging in order to reduce engine friction losses and thus reduce fuel consumption. It’s good to be able to stay on a winning path rather than having to change to it. The downsizing and hybridization works very well together, good for us!

I look forward to your response and thank you for your responses.

Mvh,

Regards
/Mats

This mail has been sent from General Motors Powertrain – Sweden AB
Registered in Sweden, Registered Office c/o Saab Automobile AB, SE-461 80
Trollhättan, Sweden
Reg Num 556602-9038
VAT Number SE55660290 3801

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Production Concept