After the Split: Is Daimler Vulnerable to a Hostile Takeover? - DER SPIEGEL
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After the Split Is Daimler Vulnerable to a Hostile Takeover?

The split between Daimler and Chrysler marks the beginning of a new era in the automobile industry, which has become vulnerable to the attacks of private equity investors for the first time. It's a threat that also menaces top brands like Mercedes.
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Former CEO Jürgen Schrempp is perhaps the only person who could possibly be pleased over the DaimlerChrysler debacle. Schrempp, once celebrated as the architect of a DaimlerChrysler global conglomerate, ought to be a defeated man today. Indeed, he is widely ridiculed as the personification of mismanagement and as someone who has frittered away billions. Any legacy Schrempp might have had was destroyed once and for all last Monday when his successor, Dieter Zetsche, decided to break up the company and sell Chrysler to Cerberus, a private equity firm.

But anyone who encountered Schrempp last week as he was riding the glass-enclosed elevator to his office on the thirteenth floor of Mercedes-Benz's Munich office would have seen a happy, relaxed, semi-retired man. The 62-year-old Schrempp's good spirits were probably due in part to the fact that he still has plenty to do. He serves on the boards of directors at Vodafone, luxury goods manufacturer Richemont and an energy company, and he is an advisor to the South African president.

DaimlerChrysler is still paying for his office, secretary and an office manager who, conveniently enough, happens to be Schrempp's wife Lydia, who apparently takes home an annual salary of about €200,000 ($269,000) for her services.

Schrempp deserves reproach for all of this. How is it that someone who led a company into such a deep crisis deserves this kind of treatment? But Schrempp can only smirk at these kinds of accusations. The amounts in question are paltry sums compared to what he has made -- and still stands to make -- as a result of the merger with Chrysler.

The new world of stock options

In the year in which the merger deal was reached, Schrempp's salary jumped from an estimated €1.8 million ($2.42 million) to €4.5 million. More important, he received stock options that are now worth a fortune.

This form of compensation has become more common in Germany, especially after the merger between Daimler-Benz and Chrysler. It entitles executives to acquire stock at a predetermined price. Any rise in the price of that stock is pure profit.

Between 2000 and 2004, DaimlerChrysler's senior executives were entitled to receive up to 14.4 million of these options. If Schrempp, as head of the company, had received only 10 percent of that total, he would have more than 1 million options today, costing him an average price of €45 a share. The price of DaimlerChrysler stock was at €64 late last week. If Schrempp were to sell 1 million options, he would stand to collect a profit of just under €20 million.

No one other than Schrempp, and possibly his wife, knows exactly how many options he owns. One of the peculiarities of this compensation system is that while the actual salaries of senior executives are usually disclosed, the details of many stock option programs remain secret.

Not surprisingly, Schrempp has declined to comment on the issue. Hamburg business professor Michael Adams voices his concern that the former auto executive only received the options at such a low subscription price "because he drove the company into the ground." Schrempp, says Adams, can only stand to benefit if his successor manages to bring the stock price back up to its former level. The upshot, according to Adams, is that Schrempp "has become a rich man."

A Difficult Future for the Global Conglomerate

The future looks considerably less rosy for the remains of the former global conglomerate. Schrempp's successor, current CEO Dieter Zetsche, put on a show of optimism when he announced the Chrysler sale in Stuttgart, together with John Snow, the head of Cerberus, and Chrysler CEO Tom LaSorda. But upon closer inspection, it becomes clear that difficult times are ahead for both Chrysler and Daimler. The sale of the American automaker marks the beginning of a completely new phase in an already tough competitive situation in the global auto industry.

Until now, mergers and acquisitions were kept within the family -- of automakers, that is. GM bought and then sold a stake in Fiat, and BMW acquired Rover. Porsche is preparing to assume the management of the VW Group. But now, for the first time, a major automotive corporation will be run by the kinds of private equity firms that in the past had only invested in automotive supply companies.

Cerberus, the company that is acquiring Chrysler, developed its business in 1992 by buying distressed companies. The company's name comes from Greek mythology and represents a three-headed hellhound that once guarded the gate to the underworld. Other players within the pack of private equity firms will likely interpret the Chrysler deal as a signal to attack.

The only companies in the industry that can consider themselves safe against such action are those still largely in family hands, such as Porsche, BMW, Toyota and Peugeot. But from now on even these companies will have to pay closer attention to profitability, otherwise their owners could be tempted to sell their shares to financial investors. This places even more pressure on the management and employees of automobile companies.

Chrysler Needs New Partner

Chrysler plans to cut 13,000 jobs with its current restructuring program, a number that is unlikely to increase under the new owners. Nevertheless, life will become even less pleasant for Chrysler's workforce in the future. Even now, the company continues to pay decent pensions and it picks up the healthcare costs of its workers -- even retired ones. The United Auto Workers Union (UAW) refused to renegotiate its wage agreement with Chrysler, which was concluded during better days, as it had done with General Motors and Ford. The UAW argued that unlike the other two major US automakers, which are both deep in the red, DaimlerChrysler, as a combined corporation, is still raking in billions in earnings.

But now UAW will have to negotiate, because Cerberus refuses to accept its old excuse. Chrysler employees can expect to see cutbacks. But even these cost-cutting measures will not mean that the future of the spun-off US automaker is secure. In the long run, Chrysler will need a new partner to supply it with platforms and engines for fuel-saving cars.

Company executives believe that Cerberus plans to make Chrysler profitable once again and then sell the company to another automaker in Asia or Eastern Europe.

Gloomy Days for Daimler

Things are no less gloomy on the German side. The remaining portion of the company, Daimler AG, could easily become a target for private equity firms, despite CEO Zetsche's assurances that the risk of a takeover by financial investors has in fact declined for his company. "We have greater and better control over our fate now than we did half a year ago," he said.

At that time, there was indeed a significant risk that a so-called " locust " would descend on DaimlerChrysler. The group's market value had dropped to less than €50 billion. It would have been easy for a hedge fund to acquire a larger share package and force management to separate the company from Chrysler. Analysts believed that if that had happened the company could have been worth €80 to €85 billion -- a potential goldmine for a financial investor.

The divorce from Chrysler makes sense for Mercedes-Benz. The two parts of the joint company were too different. But Zetsche's decision apparently came under pressure. He took the step an attacking investor would have forced him to take -- and in doing so planned to prevent precisely such a takeover.

Nevertheless, the danger has by no means passed. The remaining company, Daimler AG, is somewhat overvalued at about €65 billion. But according to analysts, the company has net cash reserves in excess of €12 billion, making it attractive to financial investors.

A hedge fund would only have to acquire a blocking minority, which would cost about €20 billion and provide it with decisive influence over company management. It could then force management to distribute the cash reserves to shareholders.

So far all of these scenarios are nothing but speculation. Nevertheless, DaimlerChrysler Chief Financial Officer Bodo Uebber takes the risk seriously. He is trying to convince the company's largest shareholder, Kuwait, which owns 7.1 percent of shares, to increase its stake. Perhaps Uebber will have to take the drastic step of distributing the cash reserves through a special dividend -- essentially a preventive measure to reduce the company's attractiveness to financial investors.

Even before the two companies finally go their separate ways, it is already clear that the divorce will be difficult for Mercedes-Benz. The Stuttgart-based company will face tough competition from Audi, BMW and Lexus, Toyota's luxury brand.

These three companies have the benefit of stable ownership. This means that they can afford to invest heavily in research into alternative engines, even if the innovation isn't ready for use until many years down the road. But at Mercedes-Benz profitability must now be the company's supreme corporate goal. This could mean, for example, that Mercedes-Benz will refrain from developing models that are less likely to turn a strong profit.

Management hasn't come up with a strategy yet on how to enable Mercedes-Benz to survive in this new era, but it plans to address the issue soon. For now, however, Zetsche plans to enjoy the separation from Chrysler. "We are very, very pleased," he said.

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