UPDATE 1-Germany, France in talks to take equal share of EADS

Tue Nov 20, 2012 11:07am EST

* France, Germany seen owning 12 pct each in Airbus parent

* Proposal calls for France to shave its stake

* Deal aims to avoid unwanted mandatory bid under Dutch law

* Proposed deal would smooth exit by Daimler, Lagardere

BERLIN/PARIS, Nov 20 (Reuters) - Germany and France are discussing a shake-up of the corporate structure at Airbus parent EADS under which each country would hold around 12 percent of the aircraft maker, several people familiar with the matter said.

The talks, reported earlier by German newspaper Handelsblatt, aim to rearrange a complex web of shareholdings that have come under the spotlight after the collapse of a proposed merger between EADS and UK defence contractor BAE Systems.

If the talks are successful, this would signal a return to pragmatic Franco-German decision-making over EADS after the strains exposed by disagreements over the EADS/BAE deal.

Control of EADS, founded in 2000, is shared between car maker Daimler, representing German interests with voting rights of 22.5 percent and a French consortium that combines the government's 15 percent with 7.5 percent held by French media firm Lagardere.

Spain controls a further 5.5 percent.

The changes under discussion would dissolve EADS's shareholder pact at least in its current form.

Both Daimler and Lagardere have said they want to sell or reduce their stakes. The German government wants to achieve parity with France by buying shares controlled by Daimler. France has traditionally opposed any reduction in its stake.

Any reshuffle has to take account of the laws in the Netherlands, where EADS is registered. These - in most cases -require parties to launch a bid if they collectively own 30 percent of a company.

Under a compromise now being discussed, France's share would be shaved to 12 percent and Germany would buy approximately 12 percent from the block controlled by Daimler, the sources said, asking not to be identified.

Daimler's block includes 15 percent directly owned by the car firm and 7.5 percent owned by a consortium of public and private banks, for which Daimler still exercises the votes.

As a result, state shareholdings including Spain's 5.5 percent would sit just below the 30 percent bid threshold, thus avoiding a messy and unwanted nationalisation.

"The decisive part is that state shareholders stay below 30 percent," said a source close to the negotiations.

This would then pave the way for an exit by Daimler and Lagardere, the sources said. Both companies have said they want to focus on their core activities.

EADS declined to comment.

Chief Executive Tom Enders has repeatedly opposed more state involvement in Europe's largest aerospace group, but negotiators believe the company would also welcome a simplification of its structure and a significant increase in its free float.

Germany's quest for parity, accentuated by political positions taken during the BAE negotiations, had raised some expectations that Berlin would seek to match France's stake of 15 percent, leaving no scope to avoid triggering a bid under Dutch law.

"Everybody gets something," a source close to the negotiations said.

EADS would get a lower state shareholding than feared, Germany would get parity while limiting its purchases, France would keep influence and raise some cash and Daimler and Lagadere would be able to sell their stakes, the source said.

French and German government officials were not available for comment.

It is not clear what guarantees or privileges France and Germany would seek alongside their 12 percent stakes.

France currently has the right to block strategic operations and has a national security veto over nuclear weapon activities.

The French government had agreed to see its stake cut to 9 percent through dilution under the proposed EADS-BAE deal, but has not so far publicly endorsed selling any shares outright.

At current prices, France, which saw its credit rating downgraded on Tuesday, would raise some 600 million euros ($768.90 million) from the sale of three percent of EADS.

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