Scania moves to soothe minority investor worries over VW, MAN ties

Thu Sep 19, 2013 7:24am EDT

* CEO says review of cooperation to be carried out

* CEO says results to be delivered at May 2014 AGM

* Minority shareholders worry about lack of influence

SODERTALJE, Sweden, Sept 19 (Reuters) - Swedish truckmaker Scania will review joint projects with its main owners, Volkswagen and MAN SE, to ensure benefits are distributed fairly, it said on Thursday, in a bid to assuage concerns among some minority investors that they are losing out.

Sweden's small shareholders association has sought to drum up support for its call for Scania to appoint an independent supervisor to ensure the interests of minority shareholders are protected and that the three-way alliance benefits the company.

Minority shareholders, mainly Swedish pension funds, own just under 40 percent of Scania stock, but control few votes.

Scania Chief Executive Martin Lundstedt said on Thursday there was no need for an independent supervisor, as the group would deliver a review of its various joint projects with Germany's Volkswagen and MAN next year.

"Before any decision is taken on a project we are identifying that synergies are equally distributed to all shareholders of Scania," he told an audience that included representatives of several minority stakeholders.

Auditors had also been tasked with scrutinizing cooperation, Scania said.

Volkswagen (VW) is looking to forge a trucks group capable of taking on market leaders Daimler and Volvo .

To that end Scania, traditionally the most profitable of Europe's truck makers, is exploring cooperation in areas such as gear boxes and axles while stressing it is keeping ties at a level where the companies remain independent.

"The important thing is that everyone that is a stakeholder in Scania, it could be investors, employees or customers, feel safe that we are developing this company in a good way," Lundstedt told journalists.

"What I can say as CEO is that we are working on these type of projects very clearly and ... transparently, because we have identified areas where synergies are possible and research areas where cooperation would be very beneficial for Scania."

VW and MAN, which is controlled by VW, together hold large stakes of voting-strong A shares in Scania under Sweden's dual share system, giving them nearly 90 percent of votes in the company with only just under 60 percent of capital.

This leaves the sizeable minority with little say, and their lack of influence has been underscored as VW, in a break with Swedish business custom, has left them without any real representation on the board.

Still, while voicing displeasure, the pension funds have so far not joined the campaign for outside scrutiny, a move which would need support of owners of 10 percent of shares, something hard to achieve without support of the funds.

Caroline af Ugglas, representing Skandia Liv which owns about 0.4 percent of Scania stock, said the pension fund had reviewed the option of seeking to force through the appointment of an independent supervisor but had decided against it.

"That option of course still exists if they don't follow through on the commitments they've made today," she added.

Sweden's small shareholders association was not immediately available to comment on Lundstedt's remarks.

Scania also reported on Thursday that a pick-up in demand for heavy-duty trucks had been gathering pace across Europe's long-suffering market this year.

($1 = 6.4649 Swedish crowns) (Reporting by Niklas Pollard and Helena Soderpalm; Editing by Mark Potter)

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