Cerberus Takes Over Majority Interest In Chrysler Group and Related Financial Services Business for $7.4 Billion From DaimlerChr
14 May 2007 - 7:31PM
PR Newswire (US)
- Affiliate of Cerberus to acquire 80.1% equity interest in new
company Chrysler Holding LLC; DaimlerChrysler AG to retain 19.9%
STUTTGART, Germany, May 14 /PRNewswire-FirstCall/ -- The Board of
Management of DaimlerChrysler AG (stock-exchange abbreviation DCX)
has today decided, subject to the approval of the Supervisory Board
and the relevant authorities, on the future concept for the
Chrysler Group and the realignment of DaimlerChrysler AG.
Completion of the transaction is subject to the satisfaction of
customary closing conditions, including the receipt of regulatory
approvals and Cerberus financing arrangements. Details will be
explained at a press conference in Stuttgart today at 2 p.m. CET/8
a.m. EDT. Structure of the transaction -- An affiliate of private
equity firm Cerberus Capital Management, L.P., New York, will make
a capital contribution of $7.4 billion in return for an 80.1%
equity interest in the future new company, Chrysler Holding LLC.
DaimlerChrysler will hold a 19.9% equity interest in the new
company. Chrysler Holding LLC will hold 100% each of the future
Chrysler Corporation LLC, which produces and sells Chrysler, Dodge
and Jeep(R) vehicles, and the future Chrysler Financial Services
LLC, which provides financial services for these vehicles in the
NAFTA region. -- Of the total capital contribution of $7.4 billion,
$5.0 billion will flow into the industrial business (Chrysler
Corporation LLC) and $1.05 billion will flow into the financial
services business in order to strengthen the equity base of both
businesses. DaimlerChrysler will receive the balance of $ 1.35
billion. In addition, DaimlerChrysler will grant a loan of $0.4
billion to Chrysler Corporation LLC. -- According to the agreement,
upon the closing of the transaction, DaimlerChrysler will transfer
the industrial business of the Chrysler Group completely free of
debt. Due to the Chrysler Group's anticipated negative cash flow
until closing in connection with its restructuring plan, the
transaction will give rise to a cash outflow of $1.6 billion for
DaimlerChrysler. The overall net cash outflow resulting from the
transaction will therefore be $0.65 billion. In addition,
DaimlerChrysler will have to discharge long-term liabilities of the
Chrysler Group in connection with the transaction. This will result
in prepayment compensation of approximately $878 million, to be
borne by DaimlerChrysler. The usual transaction costs will also be
incurred. -- The Chrysler Group's financial obligations for pension
and healthcare benefits towards its employees and the employees of
the financial services business related to the Chrysler Group will
be retained by the Chrysler companies. The pension plans are
significantly over-funded at present. Effects on key figures The
transaction will have the following effects on DaimlerChrysler AG:
-- In total, current estimates indicate that net profit according
to IFRS in 2007 will be reduced by $4.1-5.4 billion. -- Due to the
deconsolidation of the Chrysler companies and the resulting
reduction in the balance-sheet total, the equity ratio of
DaimlerChrysler's industrial business is expected to increase to
more than 40% by the beginning of 2008. -- There will be no changes
relating to the bonds issued and guaranteed by DaimlerChrysler AG.
In the financial services business for the Chrysler, Jeep (R) and
Dodge brands, Cerberus will take over the financing previously
provided by DaimlerChrysler AG. -- The 19.9% equity interest held
by DaimlerChrysler AG in the new company Chrysler Holding LLC will
be included after closing at equity in the Van, Bus, Others
segment. -- The closing of the transaction is expected to take
place in the third quarter of 2007. Dr. Dieter Zetsche, Chairman of
the Board of Management of DaimlerChrysler AG and Head of the
Mercedes Car Group: "We're confident that we've found the solution
that will create the greatest overall value - both for Daimler and
Chrysler. With this transaction, we have created the right
conditions for a new start for Chrysler and Daimler." Ron
Gettelfinger, President of the United Autoworkers (UAW): "The
transaction with Cerberus is in the best interests of our UAW
members, the Chrysler Group and Daimler. We are pleased that this
decision has been made, because our members and the management can
now focus entirely on the development and manufacture of quality
products for the future of the Chrysler Group." John W. Snow,
Chairman of Cerberus Capital Management, L.P.: "We welcome Chrysler
into the Cerberus family of companies and believe Cerberus will be
a good home for Chrysler. Cerberus believes in the inherent
strength of U.S. manufacturing and of the U.S. auto industry. Most
importantly, we believe in Chrysler." Snow continued: "We would
like to thank DaimlerChrysler for their good stewardship of this
American icon over the last decade. We are aware that Chrysler
faces significant challenges, but we are confident that they can
and will be overcome. A private investment firm like Cerberus will
provide management with the opportunity to focus on their long-term
plans rather than the pressures of short-term earnings
expectations." Business progress In nearly ten years as
DaimlerChrysler, a lot has been done to move the businesses
forward. The synergies possible between Mercedes-Benz and Chrysler
have been fully utilized. Additional potential for collaboration is
limited between two businesses operating in such different market
segments. The strong volatility and pressure on margins in the
Chrysler Group's North American core market have an increasingly
negative impact on DaimlerChrysler's overall profitability and
share-price development. The Chrysler Group has made substantial
progress in recent years. For example, production hours per vehicle
have fallen from 48 hours in 2001 to just over 30 at present.
Quality has improved by more than 40% over the past six years.
Since 2002, more than $10 billion has been invested in new
production facilities and technologies. And with 34 new models
since 2001, Chrysler has one of the youngest product lines in the
industry. Zetsche: "As a result, Chrysler today is structurally
more sound than its North American based competitors. And with
Cerberus as a partner, Chrysler will have the best chances of
utilizing its full potential." Ongoing collaboration Existing
projects with the Mercedes Car Group will be continued, for example
in the development of conventional and alternative drive systems,
purchasing, and sales and financial services outside the NAFTA
region. Furthermore, a Joint Automotive Council will be established
in which representatives of both sides will assess and decide on
the potential of new and current projects. The Council will be led
by board-level members from each company. Zetsche: "We very much
look forward to our continued cooperation as business partners, as
we want to continue to reap the mutual benefits of working
together. That's one of the reasons why we're retaining a 19.9%
equity position in Chrysler." New Daimler AG Due to the new
corporate structure, the name of DaimlerChrysler AG is to be
changed to Daimler AG. A decision on this is to be taken by the
shareholders at an Extraordinary Shareholders' Meeting probably in
fall 2007. The Board of Management of the new company will be
reduced to six members. Tom LaSorda, Eric Ridenour and Tom Sidlik
will leave the Board of Management with the Group's sincere thanks.
There will no longer be a separate board position for procurement
in the new Daimler AG. In the future, all procurement activities
will be directly coordinated between the divisions. Within the
Board of Management, Bodo Uebber will additionally assume overall
responsibility for procurement. The leadership teams of the
Mercedes Car Group, the Truck Group and Financial Services will
remain unchanged, as will the teams in the vans and buses
businesses. Zetsche: "We've done our homework in our corporate
functions and in all of our divisions. As a result of our strategic
review, we have a well-defined roadmap to lead us into a good
future." The Mercedes Car Group will generate a return on sales of
at least 7% this year, with higher rates to follow in the coming
years. The Truck Group will achieve an average return on sales of
7% over the cycle as of 2008. This represents a return on net
assets of approximately 30%. DaimlerChrysler is also a world leader
and profitability benchmark for buses. And in the vans business,
which is performing very well, the new Sprinter will continue the
success story of its predecessor. The Financial Services division
aims to earn a return on equity of more than 14%. Growth
perspectives Zetsche: "We have a strong starting position. We have
an above-average financial power. And our future prospects are
promising." The Group has defined the following main areas for
continued growth: -- Further expansion in the core business, which
means in the traditional segments that are the most profitable and
have the highest growth rates, as well as exploiting new market
opportunities on a regional basis. -- Continued development of
innovative, customer-oriented and tailor-made services and
activities, pursuing opportunities both up and down the value
chain. -- Strengthening leadership in sustainable, responsible and
environmentally friendly technologies. By focusing on these three
areas, Daimler's full potential is to be exploited and enterprise
value is to be increased further through profitable and sustainable
growth. Daimler intends to do this on its own, while continuing to
benefit from opportunities of scale with Chrysler. Zetsche on
Daimler's goals: "We will be the leading manufacturer of premium
products and a provider of premium services in every market segment
we serve worldwide. And we will pursue our commitment to excellence
based on a common culture, a great heritage of innovation and
pioneering achievements and - with Mercedes-Benz - the strongest
automotive brand in the world. Cerberus Capital Management, L.P.,
New York, is one of the largest private investment firms in the
world, with approximately $23.5 billion under management in funds
and accounts. Founded in 1992, Cerberus currently has significant
investments in more than 50 companies that, in aggregate, generate
more than $60 billion in annual revenues worldwide. For the
reader's convenience, the financial information has been translated
from euros into US dollars at an assumed rate of EUR1 = $1.35. The
convenience translation does not mean that the euro amounts
actually represent the corresponding dollar amounts stated or that
they could be converted into dollars at the assumed rate. This
document contains forward-looking statements that reflect our
current views about future events, including, among others, the
pendency and consummation of the transaction with Cerberus Capital
Management, L.P. regarding Chrysler Group. The words "anticipate,"
"assume," "believe," "estimate," "expect," "intend," "may," "plan,"
"project," "should" and similar expressions are used to identify
forward-looking statements. These statements are subject to many
risks and uncertainties, including an economic downturn or slow
economic growth, especially in Europe or North America; changes in
currency exchange rates and interest rates; introduction of
competing products and possible lack of acceptance of our products
or services; competitive pressures which may limit our ability to
reduce sales incentives and raise prices; price increases in fuel,
raw materials, and precious metals; disruption of production or
delivery of new vehicles due to shortages of materials, labor
strikes, or supplier insolvencies; a decline in resale prices of
used vehicles; our ability to close the transaction with Cerberus
Capital Management, L.P., regarding Chrysler Group; the ability of
the Chrysler Group to implement successfully its Recovery and
Transformation Plan; the business outlook for our Truck Group,
which may experience a significant decline in demand as a result of
accelerated purchases in 2006 made in advance of the effectiveness
of new emission regulations; effective implementation of cost
reduction and efficiency optimization programs, including our new
management model; the business outlook of our equity investee EADS,
including the financial effects of delays in and potentially lower
volume of future aircraft deliveries; changes in laws, regulations
and government policies, particularly those relating to vehicle
emissions, fuel economy and safety, the resolution of pending
governmental investigations and the outcome of pending or
threatened future legal proceedings; and other risks and
uncertainties, some of which we describe under the heading "Risk
Report" in DaimlerChrysler's most recent Annual Report and under
the headings "Risk Factors" and "Legal Proceedings" in
DaimlerChrysler's most recent Annual Report on Form 20-F filed with
the Securities and Exchange Commission. If any of these risks and
uncertainties materialize, or if the assumptions underlying any of
our forward-looking statements prove incorrect, then our actual
results may be materially different from those we express or imply
by such statements. We do not intend or assume any obligation to
update these forward-looking statements. Any forward-looking
statement speaks only as of the date on which it is made. Further
information on DaimlerChrysler on the Internet:
http://www.media.daimlerchrysler.com/
http://www.newscom.com/cgi-bin/prnh/20020212/DCXLOGODATASOURCE:
DaimlerChrysler AG CONTACT: Hartmut Schick, +49-711-17-41341,
Thomas Froehlich, +49-711-17-41361, Han Tjan, +1-212-909-9063, all
for DaimlerChrysler AG Web site: http://www.daimlerchrysler.com/
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