Neil Winton: European Perspective
Porsche machinations at VW sow confusion about future
Spare a thought for the workers at Volkswagen as they contemplate the New Year. Like their counterparts at U.S. car manufacturers, they have been losing jobs and hard-won perks as profits disappear, undermined by fierce competition from Asia. But at least the remaining workers at Ford and General Motors have some vague notion about the direction and ownership of their companies.
Volkswagen's boss Bernd Pischetsrieder has been fired - he was dumped in mid-November - but officially doesn't leave until January 1, 2007. The new boss is former Audi CEO Martin Winterkorn, that much is clear.
But the future direction and ownership of VW, now with luxury sports-car manufacturer Porsche as its biggest shareholder, is clouded and may be contested. Investment banks are confused too; there seems to be a different VW theory every time you ask the question.
Firstly, there is the relatively simple rationale that Porsche, which recently raised its stake in VW to 27.4 per cent from 21.4 per cent, is simply trying to protect its future. VW makes bodies for the Porsche Cayenne SUV, and will produce bodies and crucial and expensive electronics for the upcoming Panamera sports car. Porsche has said it plans to raise its stake to 29.9 percent in VW, the highest point allowed under European law before triggering a takeover bid for the whole company. Holding this maximum stake is simply a sensible investment because it will effectively stop a hostile takeover of VW which might jeopardise the cozy production arrangement, at least that's the theory.
VW law
Why worry about a hostile takeover of VW; surely it is protected by the so-called VW law? That's true at the moment, but the law, which says that no shareholder can vote more than 20 percent of the equity, even if they hold more, is likely to be overturned when the European Court of Justice rules on the legality of the concept on Feb. 13. The VW law was introduced in 1960, when the then state-owned VW was returned to the private sector. Its home state of Lower Saxony was the largest shareholder until Porsche's recent foray into the stock market.
Other more controversial theories suggest that Porsche wants to take over all of VW,
and to those who question the wisdom of a luxury manufacturer buying Europe's biggest mass car maker comes the suggestion that Porsche really wants to get its hands on Audi, VW's highly successful premium vehicle producer. Porsche would sell off the rump of VW's downmarket brands, and make off with Audi. Porsche/Audi would then present a formidable competitor to BMW and Mercedes.
Piech the key
All attempts to fathom out just what is going on at VW always return to one man -- Ferdinand Piech, the fearsome, relentless and single-minded Porsche family member who handed over the reins at VW to Pischetsrieder in 2002. Piech, the engineer and grandson of VW founder Ferdinand Porsche, ran VW as CEO for 10 years, before moving up to the supervisory board in 2002 as chairman. Piech has a reputation as a top-flight engineer, but his financial legacy to Pischetsrieder wasn't so strong.
According to Professor Ferdinand Dudenhoeffer, managing director of automotive analysts B&D Forecast, of Bochum, Germany, Piech is motivated by a desire to become at least as famous as his grandfather, to make sure that the family heritage will continue, and to run a very profitable, family-driven company.
"The very central person in the total game is Piech," said Dudenhoeffer.
The Piech family owns a company called Porsche Salzburg, a successful wholesaler of VWs in Austria and other eastern European countries. This is another big reason for Piech to be concerned about the long-term health of VW, and to retain the power to make sure the family retains this lucrative link, according to Dudenhoeffer, who also believes Porsche will eventually buy all of VW.
"After the fall of the (VW) law, Porsche will make a takeover bid to all shareholders in VW. This will happen in 2007 or 2008," he said.
Investment banker Dresdner Kleinwort agrees.
"We continue to believe that Porsche intends to make a full bid for VW," Dresdner Kleinwort said in a report.
Audi: the jewel in the crown
Dresdner Kleinwort isn't convinced by recent statements from Porsche that it has no special plans for Audi. Audi also controls Lamborghini, while VW runs Bugatti and Bentley.
"We continue to believe that Porsche envisages a third powerful German premium car: the Porsche-Audi entity. Such an entity would give a turbo boost to the already strong performance of both brands," Dresdner Kleinwort said.
And a report from investment banker Morgan Stanley offers another reason why Porsche covets Audi so much.
Audi, according to Morgan Stanley, is still undervalued.
Audi equals 88% of VW value
"We continue to see further evidence that the evolution of growth and profitability is vastly under-appreciated by the market. Our new fair valuation for Audi AG of €650 per share represents €73 per VW share or 88 percent of the current VW share price," said Morgan Stanley.
Morgan Stanley also raised its estimate for Audi's long term profits to a margin of 7.5 percent from its previous target of 6 percent.
"Our higher margin assumptions are driven by the pace of upcoming volume growth, including the A5 (a coupe expected in mid-2007 based on the new generation 2008 A4), TT Roadster, and R8 in 2007, mix improvement and cost-sharing with Porsche and lower than expected projected capital investment," Morgan Stanley said.
In mid-December Audi announced it will invest around $11.1 billion from 2006 to 2011 as part of its plan to almost double its range to 40 models by 2015. Total investment will reach $15.5 billion through 2011.
The Porsche connection also figures in Morgan Stanley's equations.
"Cooperation with Porsche offers opportunities to defray development costs. Porsche has made no secret that it will use competencies of the VW group to develop an advanced electronic architecture for the Panamera. We believe Audi will play a critical role in the development and testing of the Panamera with cost compensation from Porsche to Audi," said Morgan Stanley.
Not only does Dresdner Kleinwort believe that Porsche lusts after Audi, it really wants to take as much advantage of VW's resources as possible, with perhaps an eventual takeover in mind.
Porsche plans for VW
"Porsche is serious about increasing its influence at VW in order to improve substantially VW's profitability and dividend payout. Taking-over VW or not, we conclude that Porsche will continue to fully leverage VW to its benefit," Dresdner Kleinwort said.
B&D Forecast's Dudenhoeffer doesn't think Porsche should get too close to Audi. "It doesn't make much sense to merge Porsche with Audi. But they will collaborate intensively. I think it makes more sense to run Porsche and Audi independently. Of course they can share components or parts," Dudenhoeffer said.
Ant then there is Volkswagen.
Dudenhoeffer believes Piech's ill-fated foray into the luxury market with the VW Phaeton won't be repeated. The restructuring plan needs to be continued. VW should dump its Spain-based Seat brand -- it also owns Skoda in the Czech Republic.
"So I think in the future there will be two groups at VW -- Audi-Lamborghini-Bentley-Bugatti, and VW-Skoda. Porsche will do best if it remains independent. And Porsche will retain the leverage for the family to run VW from Salzburg," Dudenhoeffer said.
Sabine Blumel, European autos analyst at Italian investment house Banca IMI, while not ruling out the long-term possibility of Porsche buying all of VW, said Porsche could control the company effectively with 29.9 percent and drive on the restructuring plan.
Access to VW's cash flow
"(Porsche CEO Wendelin) Wiedeking envisages enormous upside potential for VW, beyond its current restructuring efforts, through repositioning of its brands and greatly improving production and management efficiencies. However, only a full take-over would give Porsche access to VW's cash flow," said London based Blumel in a report.
Meanwhile these opaque machinations and shenanigans inspired the London Financial Times to pose the question "Is Porsche playing with the Devil at Volkswagen?"
Commenting on rumors that Lower Saxony's premier minister Christian Wulff was trying to organise institutional shareholders to block Porsche's attempts to increase its board representation ahead of a crucial supervisory board meeting in February and the April annual meeting (when Piech's reign as chairman ends), the FT wondered whether this might be fruitless given Piech's trump card - the backing of VW's union representatives on the board.
Dr Faust on the cards
But the trump card might have hidden penalties.
"In so doing, he (Piech) has what some are already calling a "Faustian pact" with Labour. Yet to make its investment work, Porsche will have to secure union backing for much needed restructuring and cost cutting at VW. Will the unions agree? The first signs are hardly encouraging with VW backing down on its plans to close its Brussels plant. Mr Piech should remember how the Devil ultimately insisted on payment in Goethe's Faust," said the FT.
My dictionary defines a Faustian Pact as a deal made for present gain without regard for future consequences. That says it all really; there's no need to trouble ourselves with the gruesome end suffered by Dr Faust.
Neil Winton, European columnist for Autos Insider, is based in Sussex, England. E-mail him at
neil.winton@btinternet.com