Shareholders clinch pact to overhaul EADS ownership

PARIS Wed Dec 5, 2012 5:21pm EST

A visitor stands at the EADS booth during the ILA Berlin Air Show in Selchow near Schoenefeld south of Berlin, September 13, 2012. REUTERS/Tobias Schwarz

A visitor stands at the EADS booth during the ILA Berlin Air Show in Selchow near Schoenefeld south of Berlin, September 13, 2012.

Credit: Reuters/Tobias Schwarz

PARIS (Reuters) - Nations in EADS EAD.PA agreed on the biggest shake-up of the European aerospace group since it was founded over a decade ago, opting after years of uneasy cohabitation to put its board and most of its shares beyond public control.

The accord to wind down a complex Franco-German power-sharing pact came weeks after talks broke down to merge the group with UK arms firm BAE Systems (BAES.L), but took advantage of much of the groundwork for the failed $45 billion deal.

It will lead to a simplified management structure including a new chairman heading a mainly independent board, and a gradual exit by core industrial shareholders that represented French and German interests in EADS since its birth in 2000. The previous shareholder pact had been blamed for making the company too political and tying the hands of its management.

"This new agreement protects the interests of France, Germany and Spain while giving the company the freedom for maneuver it needs to pursue its development," French President Francois Hollande said in a statement.

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 slightly reduced stake of around 4 percent.

Until now, parity in EADS - born from a merger of French, German and Spanish interests - had been ensured through a shareholder pact between the French state, French media firm Lagardere (LAGA.PA) and German car firm Daimler AG (DAIGn.DE).

The deal to revamp control of the maker of Airbus jetliners, Ariane rockets and Eurofighter combat jets followed a 90-hour negotiating marathon near the Champs-Elysees in Paris between European governments, banks and industrial shareholders.

Daimler immediately announced it would sell some of its shares in EADS to German state-owned development bank KfW KFW.UL as part of an overall reduction of its 15 percent stake in the European aerospace group.

The car firm kicked off a 1.6 billion-euro placing of 61.1 million shares or around 7.5 percent of the company. Sources said the shares were being offered from 26.25 euros.

EADS EAD.PA closed up 2.5 percent at 27.23 euros ($35.58)on Wednesday, having risen all week on hopes the restructuring would make EADS easier to manage.

EADS also set out plans to buy back up to 15 percent of its shares in two equal tranches - one mainly reserved for Lagardere and the other available to all shareholders.

'NORMAL COMPANY'

The plans are subject to approval by shareholders in an extraordinary meeting likely to be held in early March.

France agreed to give up veto powers over the company's industrial policy and none of the governments will have such rights, but sensitive defense interests will be ring-fenced.

However, a French official said President Hollande had agreed in a "frank" meeting with EADS Chief Executive Tom Enders on Wednesday that Enders would give a "regular account" on company activities to senior ministers every eight months or so.

Enders denied this left the door open to interference.

"I had a very good, open meeting with the president," Enders told Reuters in an email.

"He suggested that we stay in touch and meet from time to time to be updated on important developments and to discuss how the government can support the company. This should obviously happen also on the level of ministers. So no 'reporting' but very welcome dialogue with an important stakeholder."

"The state veto powers were hardly ever used but the management knew they were there," said Agency Partners analyst Nick Cunningham, referring to the previous shareholder pact.

"This will allow them to run EADS more like a normal company, though there are still tight limits to that given the very high political profile and substantial defense activities."

To allow Germany on board, the amount of EADS directly owned by taxpayers will actually rise to 28 percent from 20 percent as a result of the deal, though this is well below the current combined block of governments and proxies. EADS said the free float, or those shares available to the public, would now rise to 70 percent from 49 percent.

Much of the deal was inspired by complex negotiations to merge EADS and BAE, a potential tie-up that was blocked by Germany in October.

EADS strategy chief Marwan Lahoud, seen as one of the main architects of both deals, said the failure of the BAE talks had exposed weaknesses in EADS that all sides wanted to fix.

"What the BAE failure has shown is that you have to approach first things first," Lahoud told reporters.

"If you want to run a strategic transaction, assuming it makes sense, you need to start by putting the governance right."

Enders said the new governance structure amounted to "EADS-BAE but without BAE".

However, EADS reiterated it had no plans to revive the BAE merger plan as it embarks on a long-term review of its strategy. ($1 = 0.7652 euros)

(Additional reporting by Sophie Sassard in London, Arno Schuetze and Christiaan Hetzner in Frankfurt, Gernot Heller in Berlin, Dominique Vidalon and Christian Plumb in Paris; editing by Jane Barrett, Mark John and Matthew Lewis)

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