Porsche 2012 Annual Report Download - page 36

Significant events
Porsche SE and Volkswagen AG create
integrated automotive group
Porsche Automobil Holding SE (“Porsche SE” or
“company”), Stuttgart, and Volkswagen Aktien-
gesellschaft, Wolfsburg, (“Volkswagen AG” or “VW”)
achieved their shared goal of creating the integrated
automotive group on 1 August 2012.
The executive board of Porsche SE and the
board of management of Volkswagen AG, with the
agreement of the competent bodies, approved the
concept for the complete integration of Porsche’s
operating business into the Volkswagen group
(Volkswagen AG and its subsidiaries) on 4 July
2012. Implementing this concept, both companies
concluded a contribution agreement on 12 July
2012. Porsche SE contributed its operating hold-
ing business to Volkswagen AG by way of singular
succession with effect as of 1 August 2012 as part
of a capital increase with a mixed non-cash con-
tribution. In return, Volkswagen AG issued one
new ordinary Volkswagen AG share, created by
partly using an existing authorization, to Porsche
SE and made a payment of 4.5 billion euro to
Porsche SE.
The cash amount of 4.5 billion euro includes the
base purchase price agreed upon in the basic
agreement of 2009 and discounted to the fair value
as of the date of the contribution for Porsche SE’s
50.1 percent share in Porsche’s operating business.
In addition, the amount includes the fair value of the
dividend payments from this investment that would
have been due to Porsche SE until 2014. Economi-
cally, this means that Porsche SE was in the same
position, as regards its 50.1 percent share in Por-
sche’s operating business, as it would be if
Volkswagen exercised its call option in August
2014, as provided for in the basic agreement of
2009. The cash amount additionally includes, half of
the additional net synergies made possible by the
accelerated creation of the integrated automotive
group, as well as the fair value of the other Porsche
SE assets that were contributed to Volkswagen AG.
To safeguard the transaction from a tax point of
view, binding information was obtained from the
competent tax authorities.
Before the contribution of the holding business
operations on 1 August 2012, various restructuring
measures were performed. From the point of view of
the Porsche SE group, these mainly pertained to the
merger of Porsche Zwischenholding GmbH,
Stuttgart, into Porsche Zweite Zwischenholding
GmbH, Stuttgart, (previously operating under the
name Porsche Sechste Vermögensverwaltung
GmbH, Stuttgart), which at that time was also held
232 The company