Porsche 2011 Annual Report Download - page 41

Porsche SE and Volkswagen AG have granted
each other reciprocal put and call options, in case the
required merger resolutions from the annual general
meetings of Porsche SE and Volkswagen AG were not
adopted by 31 December 2011 ("failure of the merger
within the framework and timeframe defined by the
basic agreement"). These options relate to the remain-
ing 50.1 percent shareholding in Porsche Zwischen-
holding GmbH, Stuttgart, and can theoretically be
exercised at defined times within the period from
15 November 2012 to 31 January 2015. In the ex-
ecutive board’s view, the probability of the failure of
the merger within the framework and timeframe de-
fined by the basic agreement, and thus the theoretical
probability that the put and call options will be exer-
cised, was still 50 percent as of 30 June 2011. On
8 September 2011, both companies announced that
a merger within the framework and timeframe of the
basic agreement was no longer possible. As the
required merger resolutions had not been adopted by
31 December 2011, the merger within the framework
and timeframe of the basic agreement failed, and thus
the theoretical probability of the exercise of the op-
tions has increased to 100 percent (for more informa-
tion on the significant effects on the results of opera-
tions of the Porsche SE group, please see the section
"Results of operations, net assets, financial position"
in this management report).
Porsche SE’s and Volkswagen AG’s aim to
achieve the integrated automotive group remains
unchanged. Both companies are therefore examining
whether alternatives to the measures provided for in
the basic agreement are available.
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