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The eBearing News
July 27, 2010
Schaeffler Establishes Corporate Structure for Going Public
copyright © 2010 eBearing Inc.
The Schaeffler Group KG (Germany, privately-held; 5251R9N7) has established a separate business entity, Schaeffler GmbH,
which will function as the publicly-traded holding company for all Schaeffler business units - INA, FAG,
LuK, Continental, and others.
Schaeffler GmbH is now wholly owned by the Schaeffler family, but will eventually issue stock and become a publicly
traded corporation once the necessary filings are complete and its merger with Continental AG can be formally concluded.
The capital markets in Germany expect the process to be complete, and Schaeffler GmbH shares be issued, sometime
by early 2011. It isn't yet clear what proportion of Schaeffler GmbH will still be held by the family
business, Schaeffler KG.
This all becomes necessary because the Schaeffler family went too deeply into debt (USD $17 billion) for its
2008 takeover of publicly-held Continental AG. When Continental's share price plunged 80% in the recession, Schaeffler
began scrambling to cover the debt service. But Schaeffler's business units were also hard-hit and the family was unable
to accomplish the feat, despite appealing for government aid. Along the way, Schaeffler reached an important agreement
with the IG Metall union for concessions in exchange for no layoffs.
A year ago, the Schaeffler family settled on a refinancing arrangement with its banks which essentially saved their
company from the jaws of its lenders. But in return, they had to make a historic sacrifice, conceding to change its
corporate structure to become public, properly merge with Continental, and lift the veil of secrecy which has
surrounded the company for so many years.
Schaeffler GmbH has established the legally necessary supervisory board, with 20 members. Representing the family's
share will be Maria-Elisabeth Schaeffler and her son Georg. Also on the board will be Prof. Hans-Joerg Bullinger, Dr.
Eckhard Cordes, Dr. Hubertus Erlen, Prof. Bernd Gottschalk, Franz Josef Kortuem, Dr. Siegried Luther, Robin Stalker,
and Dr. Otto Wiesheu.
As far as what changes employees, customers and vendors might see, Schaeffler said the transition should
be seamless at that level -- just the high-level business structure, not the business operations themselves, will change.
In the longer run, however, most analysts believe Schaeffler's business units will inevitably change as the company's operations,
sales and profits are exposed with a transparency never before experienced within Schaeffler. One analyst told eBearing, "There is
a big difference between what a privately-held business can do, especially in terms of favored business units and
risk-taking and without regard to performance, and what public shareholders will want to see. That's not usually a good
thing, since the pressure from public shareholders can pull management's attention away from long-term
strategic initiatives backward toward maximizing short-term growth and profits."
Maria-Elisabeth Schaeffler said; "The conversion into a corporation is a very significant step for us toward the
capital market. It provides the Schaeffler Group with greater strategic flexibility. In doing so, we preserve the
values, which we stand for as a family-owned business."
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