Mercedes 2010 Annual Report Download - page 69

Management Report | Business and General Conditions | 65
Change-of-control clause. Daimler AG has concluded various
material agreements, as listed below, that include clauses regu-
lating the possible occurrence 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 €7 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 €800 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.
– Guarantees and securities for credit agreements of consolidated
subsidiaries for a total amount of €505 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 appli-
cations 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 shareholder, Ford Motor Com-
pany, as well as for a put option for the minority shareholder,
Ballard Power Systems. 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 master cooperation agreement on wide-ranging strategic
cooperation with Renault S.A., Renault-Nissan B. V. and Nissan
Motors 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 Motors 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 agree-
ment. A change of control as defined by the master cooperation
agreement occurs if a third party or several third parties acting
jointly acquires, legally or economically, directly or indirectly,
at least 50% of the voting rights in the company in question
or is authorized to appoint a majority of the members of the
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 concerning a new architecture for small cars and the
shared use of fuel-efficient diesel and gasoline engines and
transmissions, as well as the development and supply of a
small van, which provide for the right of termination for a party
to the agreement in the case of a change of control of another
party. A change of control is deemed to occur at a threshold
of 50% of the voting rights or upon authorization to appoint
a majority of the members of the 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 regulating the exercise of voting rights in EADS
N.V. In the case of a change of control, this agreement stipu-
lates that Daimler AG is obliged, if so requested by the French
party to the agreement, to make all efforts to dispose of its
shares in EADS under appropriate conditions to a third party
that is not a competitor of EADS or of the French contracting
partner of Daimler AG. In this case, the French party has the right
of preemption under the same conditions as offered by a third
party. A change of control can also lead to the dissolution
of the voting-rights consortium. According to the EADS agree-
ment, a change of control has taken place if a competitor of
EADS N.V. or of the French contracting party either appoints
so many members of the Supervisory Board of Daimler AG that
it can appoint the majority of the members of the Board of
Management or holds an investment that enables it to control
the day-to-day business of Daimler AG.
Strategy
We fundamentally transformed mobility with the invention of
the automobile 125 years ago. And we aim to continue playing
a groundbreaking role with the further development of mobility
in the future. As pioneers of automotive engineering, we intend
to make future mobility safe and sustainable. Our activities are
focused on our customers’ needs. We want to inspire them with
– exciting premium automobiles that set standards in the areas
of design, safety, comfort, perceived value, reliability and
environmental compatibility;
– commercial vehicles that are the best in their respective com-
petitive environment;
– outstanding service packages related to those products; and
– new mobility solutions, oriented towards the needs of our
customers.
This is our mission, and it represents what we stand for at Daimler.
We have formulated this mission in the Daimler target system,
which includes the targets for Daimler as a whole and for each
of our businesses.