Thoughts on the sale of Saab Automobile

The deal to sell Saab came through in the late afternoon for me here in Australia. There were a couple of conference calls back to the office and a few emails here and there, just to try and share the moment with my colleagues back in Sweden. It’s hard being so far away, sometimes.

I wanted to provide some personal thoughts in a more timely manner, but bottom line……. I had to sleep on this one.

Right now, I have mixed feelings for a number of reasons. They’re much more positive than negative, but I can’t say it’s a case of parades and marching bands inside my head right now.

Strap in. This is another long-ish one.

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The good news – the overwhelmingly good news – is that Saab survives and gets a chance to fulfil the promise that it’s had for the last couple of years. I forget the number of times that I’ve spelled out exactly why Saab should be given this chance, but it goes a little something like this:

Product: We have the biggest product portfolio we’ve ever had, with cars that are going to meet the marketplace better than ever, and more new product on the way very soon. Some of the technical innovations we’ve got coming are very, very exciting indeed. Some will be firsts for Saab and some will be world firsts. I’m so very happy that Saab fans will get the chance to see them.

Continue reading Thoughts on the sale of Saab Automobile

Victor Muller speaks about Saab sale

Saab’s Chairman and CEO, Victor Muller, spoke with Swedish Radio this morning about the deal just announced to sell Saab to Youngman and Pang Da.

As you can tell, the whole thing’s been pretty tiring for him and the Saab executive team. Saab lives, as we all believed it should.

Lyssna: Victor Muller om att Saab blir kinesiskt

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Press Release: SWEDISH AUTOMOBILE SIGNS MOU WITH PANG DA AND YOUGMAN FOR THE SALE OF SAAB AUTOMOBILE AND SAAB GB

Zeewolde, The Netherlands, 28 October 2011 – Swedish Automobile N.V. (Swan) announces that it entered into a memorandum of understanding with Pang Da and Youngman for the sale and purchase of 100% of the shares of Saab Automobile AB (Saab Automobile) and Saab Great Britain Ltd. (Saab GB) for a consideration of EUR 100 million.

Final agreement between the parties is subject to a definitive share purchase agreement between Swan, Pang Da and Youngman, which will contain certain conditions including the approval of the relevant authorities, Swan’s shareholders and certain other parties. The consideration of EUR 100 million will be paid in instalments. An important consideration for Swan to enter into the transaction is the commitment of Pang Da and Youngman to provide long term funding to Saab Automobile.

The administrator in Saab Automobile’s voluntary reorganisation, Mr. Guy Lofalk, has withdrawn his application to exit reorganisation. The MOU is valid until November 15 of this year, provided Saab Automobile stays in reorganisation.

Press Release: SWEDISH AUTOMOBILE ISSUES SUBSCRIPTION NOTICE UNDER GEM FACILITY

Zeewolde, The Netherlands, 28 October 2011 – Swedish Automobile N.V. (Swan) announces that it issued a subscription notice for 3 million shares under the current EUR 150 million equity facility between Swan and GEM Global Yield Fund Limited. The exact number of shares to be issued and the price thereof will depend on the pricing period which commences today.

In light of recent developments, North Street Capital, LP will not subscribe for 2.3 million shares in Swan and revoked its commitment to provide a loan of USD 60 million to Saab Automobile.

Thoughts on today’s press release – cessation of agreement with Pang Da and Youngman

My first thought was to recover from the punch in the face it felt like I’d just received.

It was a blow, for sure.

The agreements that Swedish Automobile made with Pang Da and Youngman promised much in terms of future development for Saab. To have those agreements end in a flurry of last-minute activity like this is disappointing in the extreme. As employees, I think I can say that we all had faith in those agreements and what they could mean for the future of the company.

It’s a difficult blow, especially given the time constraints that the company faces. It’s not terminal, though. If you think you can write the script for the scenes that are to follow in this drama, then you haven’t learned a thing in the last six months.

A few things to remember here…..

Swedish Automobile NV had binding agreements in place, which it honoured exclusively with the parties involved, excluding other parties who were interested in the company. With the dissolution of these agreements, that exclusivity is now gone and there are others interested in what Saab have to offer.

Swedish Automobile NV has a board and a supervisory board who took this decision for considered reasons. It is not, as one automotive writer suggested, a matter of them wanting to have their cake and eat it, too. There are multiple stakeholders in this and the offer made to take over Saab didn’t reflect the value in the company, nor did it reflect the agreements that went before it, some of them less than 10 days old.

Saab doesn’t have a debt crisis. We have a liquidity crisis. Our debt is manageable if we are producing and selling vehicles. In that scenario, the value in the company is much greater than our present market capitalisation.

We are a fantastic company, building great cars designed by fantastic people and we have a market for them. What we don’t have at this second is the lubricant needed to get the machine moving – cash.

There are other entities out there who recognise this and will be attracted to investing in Saab and that scenario is better than a lowball offer such as the one that our board has just said no to.

We have time pressures, for sure. But it ain’t over yet. Not by a long shot.

Press Release: Swedish Automobile Terminates Subscription Agreement With Pang Da And Youngman

Trollhättan, Sweden: Today, Swedish Automobile N.V. (Swan) announced that it has given notice of termination with immediate effect of the Subscription Agreement of July, 2011 entered into by Swan, Pang Da and Youngman.

Swan took this step in view of the fact that Pang Da and Youngman failed to confirm their commitment to the Subscription Agreement and the transactions on the agreed terms contemplated thereby as well as to explicit and binding agreements made on October 13, 2011 related to providing bridge funding to Saab Automobile AB (Saab Automobile) while in reorganization under Swedish law.

Pang Da and Youngman have presented Swan on October 19 and 22 with certain conditional offers for an alternative transaction for the purchase of 100 percent of the shares in Saab Automobile which are unacceptable to Swan. However, discussions between the parties are ongoing.

Press Release: ONGOING DISCUSSIONS WITH PANG DA AND YOUNGMAN

Zeewolde, The Netherlands, 21 October 2011 – Swedish Automobile N.V. (Swan) confirms that a new offer, constituting a direct purchase of the shares of Saab Automobile AB and Saab Great Britain Ltd, was made by Pang Da and Youngman. The parties made the offer during discussions with Swan, referring to changed circumstances since July 2011 when the subscription agreement was signed. Swan declined this offer. Swan has requested confirmation from Pang Da and Youngman that they are able and willing to consummate the agreements that are signed. That confirmation has not been received to date. Further discussions are ongoing.

Yesterday the administrator filed an application to terminate the voluntary reorganization process with the District Court in Vänersborg, Sweden. The regular procedure prescribes a hearing of the arguments of both the administrator and Saab Automobile. Saab Automobile has until 27 October 2011 to reply. The court has informed Saab Automobile that it shall decide on this case on 28 October 2011.

The current developments do not influence the validity of the offer of North Street Capital LP as communicated yesterday.

In view of all developments Swan has decided to publish its Q3, 2011 results on 30 November 2011 instead of 28 October 2011.

Coverage from the last 24 hours of Saab news

A few pieces from the web that I think people should check out as they try to digest the news from today……..

Firstly, there’s an interview with Saab CEO Victor Muller on Radio P4 West, from Sweden. It’s in English.

Lyssna: Saabs vd, Victor Muller, om företagets situation

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From the observer/enthusiast point of view, Life with Saab has summarised the day’s events quite well. It’s a piece of reasoned and measured analysis that I personally think sums up the situation nicely.

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If I can provide a rather basic summary of what’s transpired:

  • Saab had agreements in place with Youngman and Pang Da for the distribution of vehicles in China and the formation of a manufacturing joint venture. Some of these agreements were binding and some still in development. These involved Youngman and PangDa taking an ownership stake in Saab totalling just over 50%. The agreements were subject to approval to the NDRC and this process was progressing well, having passed provincial and local approval with national approval very close to being decided.
  • Mr Lofalk is reported in newspapers as having investigated a 100% takeover of Saab by Youngman and PangDa. This is in spite of the aforementioned agreements, and regardless of the fact that Saab’s reorganisation submission was based on the above agreements, and also without Saab’s knowledge.
  • Saab had a bridge financing agreement in place with Youngman for an amount of 70mil Euros, however there seem to have been complications with this agreement, to the point where Saab could not count on the full amount of the agreement being received in a timely manner. An instalment has been paid.
  • Saab sought and found alternative bridge financing arrangements in the United States, announced yesterday.
  • Despite this deal, Guy Lofalk has indicated that funding is not sufficient to continue reorganisation and has submitted an application for the reorganisation to be stopped. Saab will seek to appeal this and have Guy Lofalk replaced as administrator.

That’s not comprehensive by any means, and does not include all the side shows such as Geely, etc, but I think you should get the picture.

Some further resources:

Press Release: Swedish Automobile Received Commitment From North Street Capital On Funding

Trollhättan, Sweden: Swedish Automobile N.V. (Swan) announces it has received a commitment from North Street Capital, LP (North Street) on the funding of Swan and Saab Automobile AB (Saab Automobile).

The offer consists of the following transactions:

  • Subscription to 2,386,635 ordinary shares in the capital of Swan at a price of USD 4.19 per share for the purpose of funding the working capital of Swan, Saab Automobile and Saab Great Britain Ltd. The shares to be issued will be paid in full by Friday October 21, 2011.
  • Procurement of a loan to Saab Automobile in the amount of USD 60 million to be collateralized by a first lien on certain assets of Saab Automobile as well as a second lien on the collateral as pledged to NDO. This loan is subject to further documentation. The object of the parties is to finalize documentation no later than Monday October 24, 2011 with subsequent funding within two days thereof.

Swan intends to accept this offer because it has doubts that the bridge funding of Youngman and Pang Da, of which a partial payment has been received, shall be paid in full on 22 October 2011. Immediate availability of funding is necessary to continue the reorganization process of Saab Automobile.

No NDRC decision today

Some internal news from Saab:

Many have highlighted October 14 as a possible date when the NDRC would take its decision regarding Saab’s planned business agreements with Pang Da and Youngman. For third parties it is not possible to know exactly when authorities like the NDRC will take their decisions.

The reason for October 14 spreading the way it has, is an early assumption made by Saab in court documents, based on general process information that Pang Da and Youngman received from the NDRC. The fact that we didn’t receive any decision from the NDRC today has no bearing on the decision process in its entirety and is not something from which we should draw any conclusions.

Pang Da and Youngman are very committed to making our partnership a success as proven by yesterday’s announcement regarding the first payments under our bridge financing agreement with Youngman.

In other words, Keep Calm and Carry On. We can’t control the timing of the NDRC process, we can only make best estimates of when their decision will come, which is what we did in our court documents.

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