EADS announced last month, on the 5th of December an overhaul of its Governance and Shareholding Structure. See the press release in which it was announced.
That press release had 7 key points. Each of them would deserve a long discussion. To be honest, I have had long discussions about some of them with colleagues.
The week after the release was made public, I had lunch with a couple of former colleagues, both former strategists and now retired. When discussing together our impressions of the changes and implications, we first talked about the share buy-back (part of the emphasis is mine):
2. Share buy-back
Subject to market conditions and to the approval of the Extraordinary General Meeting, EADS intends to implement a share buy-back program and subsequent cancellation of up to 15 percent of the outstanding EADS shares, divided into two equal and simultaneous tranches bearing the same terms and conditions:
– A first tranche of up to 7.5 percent, which shall be open to all of EADS’ shareholders, other than the parties to today’s agreement; and
– A second tranche of up to 7.5 percent, which shall be reserved exclusively for Lagardère SCA up to 5.5 percent. If the size of the tranche is higher than 5.5 percent, SOGEPA and SEPI will have the right to tender the remainder (based on their pro rata ownership of EADS shares unless they agree otherwise). In the event that SOGEPA and SEPI do not exercise their right, Lagardère SCA could take up to the full amount of the tranche. Finally, in the event that this tranche is not fully tendered by the above parties, Daimler AG will have the right to participate up to the full unused amount of the tranche.”
I have already shared on a previous post Buffett’s view about share buy-backs, thus I will not comment further about in this post.
Then, my senior colleague raised attention to another part of the release, to which I had not paid much attention the first time I read it:
“Certain specific French and German national security interests will be protected through the creation of “national defence companies” holding sensitive military assets, and including the rights of France and Germany to consent to three outside directors to the board of their respective “national defence companies”. Two of such directors of each “national defence company” shall be members of the EADS Board.”
In the release it is explained that France, Germany and Spain have agreed on a capped government shareholding and will have reciprocal pre-emption rights. The composition of the Board of Directors is changed, to 12 directors, with at least 8 independent and 4 coming from these “national defence companies” (2 from each).
Just as a remark, there is no Spanish “national defence company” holding sensitive military assets. There is not an agreement on any director coming from any such Spanish company, though some of the 8 independent ones could be Spanish.
Today two names appeared on the press:
- Anne Lauvergeon, former CEO of Areva, reportedly selected by the French government to be the next chairwoman of EADS.
- Gen. Bernard Thorette, former French Army Chief of Staff, reportedly proposed by EADS CEO, Tom Enders, as a board director to head a special national defense company to be set up to protect sensitive military technology.
As my former colleague said, let’s play attention to these moves, especially to the second kind of moves. We are going to at least learn a lot and even enjoy the process. Strategy 101 at play in EADS.
PD: To put the icing on the cake, let me finish the blog post as the press release is finished:
“In the context of this change of governance, and in a separate agreement with the French State, subject to the consummation of the above transactions, EADS has undertaken to consult with the French State before exercising its voting rights at the general meeting of shareholders of Dassault Aviation and has granted the French State a right of first offer / first refusal in case of the sale of all or part of its stake in Dassault Aviation.
The parties to today’s agreement are EADS, Daimler AG, DASA, Lagardère SCA, SOGEPA, Sogeade, KfW and SEPI.”