Mercedes 2015 Annual Report Download - page 130

B | COMBINED MANAGEMENT REPORT | TAKEOVER-RELEVANT INFORMATION AND EXPLANATION 137
Material agreements taking effect in the event of a change
of control
Daimler AG has concluded various material agreements, as
listed below, that include clauses regulating the possible event
of a change of control, as can occur as a result of a takeover bid:
– A non-utilized syndicated credit line in a total amount of €9
billion, which the lenders are entitled to terminate if Daimler AG
becomes a subsidiary of another company or comes under
the control of one person or several persons acting jointly.
– Credit agreements with lenders for a total amount of €2.8
billion, which the lenders are entitled to terminate if Daimler
AG becomes a subsidiary of another company or comes under
the control of one person or several persons acting jointly.
– Guarantees and securities for credit agreements of consoli-
dated subsidiaries for a total amount of €562 million, which
the lenders are entitled to terminate if Daimler AG becomes
a subsidiary of another company or comes under the control
of one person or several persons acting jointly.
– An agreement concerning the acquisition of a majority
(50.1%) of AFCC Automotive Fuel Cell Cooperation Corp.,
which has the purpose of further developing fuel cells for
automotive applications and making them marketable. In the
case of a change of control of Daimler AG, the agreement
provides for the right of termination by the other main share-
holder, Ford Motor Company. Control as defined by this
agreement is the beneficial ownership of the majority of the
voting rights and the resulting right to appoint the majority
of the members of the Board of Management.
– A cooperation agreement with Ford concerning the joint
predevelopment of a fuel-cell system. In the event of a
change of control of one of the parties to the agreement,
the agreement provides for the right of termination for the
other parties. A change of control is deemed to occur at a
threshold of 50% of the voting rights of the company in ques-
tion or upon authorization to appoint the majority of the
members of its managing board.
– A master cooperation agreement on wide-ranging strategic
cooperation with Renault S. A., Renault-Nissan B.V. and Nissan
Motor Co., Ltd. in connection with cross-shareholdings. The
Renault-Nissan Alliance received an equity interest of 3.1% in
Daimler AG and Daimler AG received equity interests of 3.1%
in each of Renault S. A. and Nissan Motor Co., Ltd. In the case
of a change of control of one of the parties to the agreement,
each of the other parties has the right to terminate the
agreement. A change of control as defined by the master
cooperation agreement occurs if a third party or several third
parties acting jointly acquire, legally or economically,
directly or indirectly, at least 50% of the voting rights in the
company in question or are authorized to appoint a majority
of the members of its managing board. Under the master
cooperation agreement, several cooperation agreements
were concluded between Daimler AG on the one side and
Renault and/or Nissan on the other, which provide for the
right of termination for a party to the agreement in the case
of a change of control of another party. These agreements
primarily concern a new architecture for small cars, the shared
use and development of fuel-efficient diesel and gasoline
engines and transmissions, the development and supply of a
small urban delivery van, the development, production and
supply of pickups, the use of an existing architecture for com-
pact cars, the joint development of components for a new
architecture for compact cars, and the joint production of
Infiniti and Mercedes-Benz compact vehicles in a 50-50 joint
venture in Mexico. A change of control is deemed to occur at
a threshold of 50% of the voting rights of the company in
question or upon authorization to appoint a majority of the
members of its managing board. In the case of termination of
cooperation in the area of the development of small cars due
to a change of control in the early phase of the cooperation,
the party affected by the change of control would be obliged
to bear its share of the costs of the development of shared
components even if the development were terminated for that
party.
– An agreement with BAIC Motor Co., Ltd., relating to a jointly
held company for the production and distribution of cars of
the Mercedes-Benz brand in China, by which BAIC Motor Co.,
Ltd. is given the right to terminate or exercise a put or call
option in the case that a third party acquires one third or
more of the voting rights in Daimler AG.
– An agreement relating to the establishment of a joint venture
with Beiqi Foton Motor Co., Ltd. for the purpose of producing
and distributing heavy-duty and medium-duty trucks of the
Auman brand. This agreement gives Beiqi Foton Motor Co.,
Ltd. the right of termination in the case that one of its
competitors acquires more than 25% of the equity or assets
of Daimler AG or becomes able to influence the decisions of
its Board of Management.
– An agreement between Daimler and Robert Bosch GmbH
relating to the joint establishment and joint operation of EM-
motive GmbH for the development and production of traction
and transmission-integrated electric motors as well as parts
and components for such motors for automotive applications
and for the sale of those articles to the Robert Bosch Group
and the Daimler Group. If Daimler should become controlled
by a competitor of Robert Bosch GmbH, Robert Bosch GmbH
has the right to terminate the consortium agreement without
prior notice and to acquire all the shares in the joint venture
held by Daimler at a fair market price.
– An agreement between Daimler AG, BMW AG and Audi AG
relating to the acquisition of the companies of the HERE Group
and the associated establishment of There Holding B.V. In
the event of a change of control of one of the parties to the
agreement, the agreement obligates the party in question to
offer its shares in There Holding B.V. to the other parties to
the agreement (shareholders). If none of the other parties
acquire these shares, the agreement gives them the right to
dissolve There Holding B.V.