UPDATE 2-Shareholders reach deal to shake up EADS - sources

Wed Dec 5, 2012 11:33am EST

* Shareholders agreement on new structure -sources

* Announcement due after market close

* France says Franco-German parity key goal

* EADS expected to launch 2.5-3 bln euros share buyback (Adds final agreement, quote, post-buyback shares)

By Tim Hepher and Sophie Sassard

PARIS/LONDON, Dec 5 (Reuters) - Shareholders in EADS reached final agreement on a radical shake-up of the European aerospace group and an announcement was due later on Wednesday, two people familiar with the matter told Reuters.

By abolishing a Franco-German shareholder pact, public and private shareholders are on the verge of the biggest shake-up of control since the maker of Airbus passenger planes, Ariane rockets and Eurofighter combat jets was founded in 2000.

"The signature and the announcement are imminent," one of the people said, asking not to be identified.

EADS declined commment.

The deal follows days of intensive talks in Paris between European governments, banks and industrial shareholders.

Analysts say the changes will simplify EADS' structure and give the financial markets a bigger slice of Europe's largest aerospace firm. They come weeks after talks broke down to merge the group with UK defence contractor BAE Systems.

France and Germany have agreed to control 12 percent each of the voting rights, handing Berlin a direct stake in the Airbus parent company for the first time. Spain will also have a stake of around 4 percent.

French Finance Minister Pierre Moscovici said earlier keeping a balance between French and German interests in Europe's largest aerospace group was a priotity.

"The talks are obviously taking place in a discreet, even secret manner, with a main goal to protect the interests and the Franco-German parity, a balance which is fundamental for us," Moscovici told the French National Assembly.

Until now parity in EADS - originally formed from a merger of French, German and Spanish interests - has been ensured through a complex pact between the French state, French media firm Lagardere and German car firm Daimler.

Discussions dragged out for days over the technicalities of the accord, which is expected t o call for France to park 3 percent of EADS in a non-voting foundation in the Netherlands.

The manoeuvre is designed to maintain voting parity with Germany while allowing France to keep the economic value of its full 15 percent stake in the European company.

There were also discussions over the mechanisms for German auto group Daimler and French media conglomerate Lagardere to sell shares they have held as proxies for their respective governments.

As Lagardere sells, the parties need to decide who would take over from Arnaud Lagardere as EADS chairman. Serving civil servants are expected to be excluded from a radically altered board dominated by independent members.

SHARE BUYBACK

While the shake-up increases direct state shareholdings, they will be held inside a smaller tent without proxy industrial shareholders. Government powers will also be curbed.

French, German and Spanish shareholdings will initially fall to s ome 28 percent f rom 50.5 percent under the current power-sharing scheme, which will be wound up, sources have said.

Daimler currently owns 15 percent of EADS and votes for another 7.5 percent held by a consortium. In the shake-up, the German government is expected to buy 12 percent, leaving Daimler to sell the rest progressively.

Lagardere owns 7.5 percent, which it is expected to sell.

The timing of the industrial sales remained unclear but legal experts say there could be a bridging period during which the companies would stay behind as part of the market float.

Cash-rich EADS is expected to launch a share buyback to cushion the share price, which has risen this week on optimism that the reorganization would reduce the role of politics in one Europe's most strategic firms and a rival to Boeing.

A source close to the deal said this could be worth 2.5 to 3 billion euros, to be adopted at the next shareholder meeting. EADS currently has a mandate to buy back up to 10 percent.

After the buyback, shares would be cancelled and government shareholdings would rise to 29.9 percent, narrowly missing a 30 percent threshhold at which block shareholders must bid for EADS, the source said.

EADS shares were up 2.7 percent in late trading.

(Additional reporting by Arno Schuetze, Dominique Vidalon, Gernot Heller; Editing by Jane Barrett, Christian Plumb and Louise Heavens)

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