The two first stages of the participation will be covered by a
unilateral capital increase by MAHLE. In the first stage (2010), MAHLE
will take on 19.9 percent of shares; in the second stage, at the
beginning of 2011, the participation will be increased to 36.85
The contract also provides that MAHLE can purchase additional shares
from the current shareholders by exercising a call option starting in
2013 and can thereby take over the majority of BEHR. It also provides
current BEHR shareholders with the potential to then sell their shares
to MAHLE in several steps over a period of ten years.
MAHLE’s participation in BEHR is subject to approval by the responsible
antitrust authorities. The Supervisory boards of the companies involved
have already approved the share agreement.
"MAHLE’s participation in BEHR opens up significant additional
potential for the future of both companies in the market for complete
systems solutions for the power train of modern passenger cars and
commercial vehicles," Prof. Dr. Heinz Junker, chairman of the
Management Board of the MAHLE Group. "The product portfolios complement
each other and fit together excellently. Examples include complete
exhaust gas recirculation modules and intake systems with integrated
charge air coolers. In addition, the subject of ‘efficient thermal
management,’ including heating and cooling, is particularly significant
for new generations of vehicles, as fuel consumption and CO2 emissions
are further reduced. This can also be seen in conjunction with the
increasing significance of alternative drive systems, from hybrids to
vehicles with purely electric or fuel cell drive systems. In the medium
term, therefore, we see a combined potential sales volume of 10 billion
euros for MAHLE and BEHR, coupled with a sustained positive return on
Junker continues: "We assume that we will be able to generate the
infusion of equity from our free cash flow in the first two stages.
Technologically, BEHR already has a leading position. After the
closing, we will quickly begin to determine in joint working groups the
potential for synergies in products and markets for the significantly
complementary product divisions, as well as potential synergies in
other functions of the companies. We want to work on par with each
other in order to find best practice solutions and set benchmarks.
Simple industrial logic brought us to this step, and opens up great
opportunities for our future, allowing us to play in the top league of
the automotive supplier industry."
Horst Geidel, chairman of the BEHR Supervisory Board, said, "The share
concept with MAHLE combines two goals in an ideal manner: it stabilizes
BEHR on the capital side, with an increase in equity to over 20
percent, and it provides a long-term path to a new corporate structure.
The two companies are combining their strengths and securing their
position in the group of global leading automotive suppliers. The BEHR
family shareholders, as well as BWK, have approved the concept and see
it as an excellent prerequisite for successful development of the
Dr. Markus Flik, chairman of the BEHR Management Board, said, "The
cooperation with MAHLE in complementary product divisions provides
additional growth potential for BEHR for engine-mounted components,
such as exhaust gas and integrated charge air coolers. Together, we can
calculate, design, and manufacture modules and systems more extensively
for our customers in these areas. In doing so, we contribute
significantly to reducing emissions and consumption in passenger cars
and commercial vehicles."
He adds: "As planned, we will implement our current restructuring
program across the board in order to secure the turnaround that is
developing, and to obtain further potential profits. This gives us a
good starting position for our cooperation with MAHLE."
After official regulatory approvals, which are expected in about two to
three months, it is planned that MAHLE’s Managing Director Prof. Dr.
Heinz Junker and Dr. Bernhard Volkmann will be appointed as new members
of the BEHR Supervisory Board.