BERLIN Volkswagen AG (VOWG_p.DE) is edging closer toward taking full control of its Swedish truck division Scania after its buyout offer won broad support from shareholders and fell just short of an acceptance threshold.
The German group said on Wednesday it controlled 88.25 percent of Scania's equity and 95.81 percent of the voting rights, once the shares tendered for VW's 200 Swedish crowns ($30.48) per share offer were included.
VW, which has set a 90 percent acceptance threshold for all shares in Scania, said it would extend the acceptance period until May 16 at 1500 GMT. The period initially ended April 25.
VW's statement prompted an immediate response from Swedish holding firm Investor AB (INVEb.ST), once the owner of the whole of Scania, which said it would tender a stake of less than 0.4 percent in the firm.
"With our limited trading position and given the wide acceptance among other shareholders, we do not wish to contribute to an unclear ownership structure in Scania," Investor Chief Executive Borje Ekholm said.
"Given the new information, Investor will tender its shares".
Scania's full integration into VW is vital for the German carmaker's effort to forge a heavy-truck alliance between Scania, MAN SE (MANG.DE) and its own commercial-vehicles division, that would be capable of competing with industry leaders Daimler AG (DAIGn.DE) and Volvo AB (VOLVb.ST).
"We're confident that during the extended acceptance period we will meet the necessary acceptance level for this transaction," VW said in a statement.
Europe's biggest automotive group is struggling to replicate its effective multi-brand management of passenger-car marques - such as luxury flagship Audi and sports-car maker Porsche - in its truck operations, which is important for the goal of becoming world market leader.
Wolfsburg-based VW has earned limited financial rewards for the billions of euros invested over the past decade to purchase control of Scania and MAN because minority investors resisted steps to share technology that would increase profit.
The German group's bid suffered a setback last month when Scania board members without direct links to VW said the offer was too low and did not reflect the long-term potential of the firm or the likely savings a merger would bring. <ID:L6N0MF0YA>
VW reiterated on Wednesday it would not raise the bid, a pledge that would make any improvement of the terms legally difficult.
Swedish state pension fund AP4, which opposed VW's offer earlier this month, said it would study the offer documents anew, leaving a possibility that they might alter their rejection. AP4 has 0.6 percent in Scania's equity.
"(A VW capital holding of) 88.25 percent sounds very close to the 90 (percent threshold), so it is a different situation now," AP4 chief executive Mats Andersson said. "We have until May to decide how to proceed."
Another shareholder, AMF Pension, which owns 0.9 percent of the truckmaker's capital, said on Wednesday it would not alter its rejection of the VW offer. "This news doesn't alter our view of the bid," AMF spokesman Mikael Lindh Hok said.
Swedish pension firm Alecta, which has a 2 percent stake in Scania's capital, declined comment.
To fund its offer, worth about 60 billion Swedish crowns, VW plans to sell preferred shares for up to 2 billion euros, issue hybrid capital of up to 3 billion euros and draw another 2 billion euros from its ample cash reserves of 17.7 billion euros.
By seeking to combine R&D activities and deepen cooperation in areas including drive-trains, chassis and electronics, VW aims to achieve operating profit synergies of at least 650 million euros per year, though expects say it may take at least a decade to achieve the full potential.
VW has said it hopes to save more than 200 million euros in total this year by pooling purchases of materials including tires, steel and glass. ($1 = 0.7237 Euros)
(Reporting by Andreas Cremer. Additional reporting by Oskar von Bahr and Simon Johnson in Stockholm.; editing by Gareth Jones and Keiron Henderson)