Spyker Cars N.V. (Spyker) announces today that Spyker, Saab Automobile AB (Saab Automobile), Pang Da Automobile Trade Co., Ltd (Pang Da) and Zhejiang Youngman Lotus Automobile Co., Ltd. (Youngman) signed a non-binding memorandum of understanding (MOU).
The MOU includes an equity participation in the total aggregate amount of about EUR 245 million as well as a strategic alliance consisting of a three partite distribution joint venture and a tripartite manufacturing joint venture for Saab-branded and child brand vehicles in China.
On 16 May 2011 Spyker and Saab Automobile signed a memorandum of understanding (the 16 May MOU) with Pang Da, China’s largest publicly traded automobile distributor with over 1,100 dealerships nationwide. That 16 May MOU included a strategic alliance consisting of a 50/50 distribution joint venture (DJV) and a manufacturing joint venture (MJV) for Saab branded vehicles as well as for an MJV owned brand (the so-called ‘child brand’) in China. It was agreed that Saab Automobile would have up to 50 percent in the MJV, with Pang Da and a to-be-selected manufacturing partner owning the remaining shares. Pang Da and Saab Automobile have now agreed with Youngman to become the manufacturing partner in the MJV (in which Youngman will take 45% of the shares, Saab 45% and Pang Da 10%) and the DJV in which Youngman will take 33% of the shares, Pang Da 34% and Saab Automobile 33%.
Under the May 16 MOU, Pang Da would take an equity stake in Spyker for a total amount of EUR 65 million, representing 24 percent of Spyker on a fully diluted basis. With Youngman entering as a new shareholder in Spyker, the equity stake of Pang Da in Spyker will remain at 24 % raising its investment to EUR 109 million. The share price remains at EUR 4.19 per share and Pang Da will have the right to nominate up to two members of the Supervisory Board of Spyker.
Youngman will take a 29.9 % interest in Spyker on a fully diluted basis investing EUR 136 million at EUR 4.19 per share. Youngman will have the right to nominate up to two members of the Supervisory Board of Spyker.
Spyker, Saab Automobile, Pang Da and Youngman will set up joint ventures with respect to the manufacturing of Saab branded and child branded vehicles and the distribution of Saab branded and child branded vehicles for the China market. Saab Automobile and Youngman will each have a 45% interest in the manufacturing JV and Pang Da will hold the remaining 10%. Saab Automobile and Youngman will each have a 33% interest in the distribution JV and Pang Da will hold 34%.
The MOU is non-binding and the transactions following the MOU are subject to agreement on definitive transaction documents and certain conditions, which include consents from certain governmental agencies and third parties.
Victor Muller, CEO of Spyker and Saab Automobile said: “Having entered the MOU on May 16 with Pang Da, we collectively immediately set out to identify the most suitable (manufacturing) partner to join Saab and our joint ventures. We are convinced that Youngman represents all the qualities required to make Saab and the joint ventures a success. This MOU not only shows the belief of Pang Da and Youngman in our products for the Chinese market, it also is a step that significantly strengthens Saab’s financial position and would secure the mid and long term financing of Saab Automobile. Both Pang Da and Youngman have demonstrated a similar entrepreneurial mindset as we have which we feel will be instrumental to establish Saab’s presence in China. I am very confident that based on their experience, proven skills, their ability to move quickly and their financial strength, we found the partners that are best suited to fully explore Saab’s potential in China.”