TIMELINE-Porsche, VW prepare ground for merger

Thu Aug 13, 2009 8:54am EDT

Aug 13 (Reuters) - Volkswagen (VOWG.DE) Chief Executive Martin Winterkorn is set to become CEO of Porsche SE (PSHG_p.DE) as well, as the German carmakers seek to forge an automotive juggernaut, two people familiar with the matter said.

Below is a timeline of the paths that have led the two companies to the point of merging:

Sept. 25, 2005 - Porsche says it plans to buy a stake of about 20 percent in VW. Three days later it emerges with a 10.3 percent voting stake, subsequently increased via forward-rate agreements.

Aug. 2, 2006 - Porsche Chief Executive Wendelin Wiedeking first advocates the abolition of Germany's "VW Law" that caps voting rights in VW at 20 percent.

Nov. 15 - Porsche's supervisory board authorises management to increase its VW stake to 29.9 percent, triggering speculation it plans to gain majority control.

April 30, 2007 - Porsche submits mandatory takeover offer after crossing 30 percent threshold.

Oct. 23 - European Court of Justice rules against VW Law.

March 3, 2008 - Porsche supervisory board gives go-ahead to raise its VW voting stake to over 50 percent.

Oct. 26 - Porsche says it holds stock and options that give it control of 74 percent of VW's votes and announces plans for a "domination" agreement. A resulting scramble for VW shares by shortsellers caught out by the announcement briefly makes VW the world's most valuable company.

Jan. 5, 2009 - Porsche says it has raised its VW voting stake to 50.8 percent and confirms its plan to raise stake to 75 percent this year if conditions allow.

May 6 - Laden with debt as car markets plunge, Porsche drops takeover plan and says it will pursue a merger instead.

May 12 - VW Chairman Ferdinand Piech names an ally, VW Chief Executive Martin Winterkorn, as his candidate to head the merged group. Warns Porsche it must get its 9 billion euro debt under control before any deal can be agreed.

May 17 - VW halts tie-up talks with Porsche, says its smaller peer and shareholder is not ready for a merger. Two days later Porsche and VW agree to work together again.

May 25 - Porsche confirms it received a 700 million euro loan from VW.

June 9 - Porsche starts talks with investment fund Qatar Investment Authority (QIA) to sell a stake in its automobile holding via a share capital increase or by selling its options for Volkswagen shares.

June 25 - Germany denies Porsche a state loan.

June 27 - Porsche accuses VW and its key shareholder Lower Saxony of extortion following a media report that VW and the regional state had demanded Porsche accept a tie-up. Volkswagen denies the report the next day.

June 29 - Qatar offers to invest in Porsche.

-- Porsche says it will seek alternative ways of refinancing its debt after state bank KfW officially rejected a 1.75 billion euro loan application.

July 10 - Chairman Wolfgang Porsche calls an extraordinary supervisory board meeting for July 23 to discuss a possible sale of a stake in Porsche SE to Qatar worth over 5 billion euros.

July 20 - Porsche has racked up 14 billion euros ($19.75 billion) in debt in its failed attempt to take full control of Volkswagen, Germany's Bild reports.

July 23 - A proposal by Porsche's board to prepare for a capital increase of at least 5 billion euros in cash and/or a contribution in kind, is approved by the supervisory board, setting the stage for a merger with Volkswagen.

-- Porsche axes its Chief Executive Wendelin Wiedeking, who had opposed a takeover by VW and been behind the attempt to take VW over. Chief Financial Officer Holger Haerter is also axed.

-- Volkswagen's supervisory board meets to discuss if Qatar will take a stake in Volkswagen, in Porsche or in both companies.

July 30 - Volkswagen's cash pile grows ahead of Porsche deal, automotive net cash stood at 12.3 billion euros ($17.34 billion) by the end of June, which leaves it with a warchest easily capable of buying a stake of up to 49 percent in Porsche.

Aug. 12 - Volkswagen and Porsche broadly agree on details for a deal to combine the automakers, sources tell Reuters.

Aug. 13 - Sources say Winterkorn will become Porsche SE CEO too as the two companies prepare for separate board meetings. (Reporting by Christiaan Hetzner and Michael Shields; Writing by Carl Bagh and Jijo Jacob; Additional writing and editing by David Cutler and Rupert Winchester)

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