Machine tool maker DMG Mori Seiki Co of Japan is to make a voluntary public takeover offer for the outstanding shares of fellow machine tool maker and partner DMG Mori Seiki AG of Germany.
The offer was set to begin 11 February, 2015 and run through to 11 March, 2015, according to press reports, with DMG Mori Seiki Co expecting to make an announcement by June.
Since 2009, DMG Mori Seiki Co (previously called Mori Seiki Co) and DMG Mori Seiki AG (previously called Gildemeister AG) have co-operated in sales, service, purchasing, development, design, manufacture and, more recently, financing. The pair have also had a cross-shareholding in each other since 2009.
According to its third quarter report, DMG Mori Seiki AG held 9.6% of DMG Mori Seiki Co’s share capital, while DMG Mori Seiki Co now holds 26.50% of DMG Mori Seiki AG’s share capital (additionally qualified as having voting rights).
Dr. Rüdiger Kapitza, CEO of DMG Mori Seiki AG and Dr Masahiko Mori, CEO of DMG Mori Seiki Co
A Bloomberg report of 22 January reported that DMG Mori Seiki Co had offered as much as €1.6 billion to expand its holding in German partner DMG Mori Seiki AG. It further said that the Japanese partner wants to acquire more than 50% of its cooperation partner. DMG Mori Seiki Co is to submit the details of its offer in the form of an offer document to the German Federal Agency for Financial Services Supervision within the next four weeks, the article also added.
A merger of the two companies had been on the cards for 2020.
The Japanese machine tool maker had 2013 financial year sales revenue of ¥160,728,000,000 – £900 million. The German side of the partnership had 2013 sales revenues of €2,054,200,000 – £1.53 billion.
DMG Mori CEOs justify merger plans at Germany Open House
At a press conference at the annual Open House event in Pfronten, Germany on 3 February, the chief executive officers of the German and Japanese DMG Mori Seiki companies explained the reasons for the share offer which is expected to result in the Japanese company taking a controlling stake in the German one.
Dr Ruediger Kapitza, CEO of DMG Mori Seiki AG, also announced that the German company had hit its targets for the 2014 calendar year announced in October (€2.3 billion, sales of about €2.2 billion and EBIT profit of €175 million). “That is record order intake, record turnover, record results,” he said, adding: “This is the best result in our 143 year history, and I am really very proud of that.” He said that more information would be released in the financial press conference in March.
By that point, the combined centre of gravity of the whole group may have shifted to Japan. Starting in mid-February, DMG Mori Seiki Co (the Japanese company) will offer €27.50 per public share, with an intention to acquire 50% of company shares, up from the 26.5% it currently holds.
Kapitza explained the rationale behind the move to bring the two companies even closer together. “50% is important. Why? We’re going to reach so many different topics; CELOS [a common CNC operator interface], joint IT, and we’re now really digging into things; we have to somehow hedge our efforts, because once our IT systems are together you can’t separate them anymore.”
He said that the companies have been seeking a way to merge for several years, following their cooperation that started in 2009, and considered several other methods before choosing this one. They considered establishing a new joint company and moving both operations into it, but several million Euros in transaction costs and the different shareholder laws in Germany and Japan created huge uncertainties that threatened the viability of the action. The pair also considered the German company taking over the Japanese one, but rejected it because it owns so little of the Japanese company – 9.6% – and because of German banking regulations, which were found to be less friendly than those in Japan.
So the only real surprise has been the timing; the merger had been scheduled to occur by 2020. It was changed to take advantage of favourable low interest rates, as finance is required to support the share purchase. Dr Masahiko Mori, CEO of DMG Mori Seiki Co, said: “I don’t want to borrow from the bank, but I have to; I want to minimise the money [cost] for the sustainability of the two groups coming together.”
Mori said that the offer price was chosen to be fair to company stakeholders, not day traders. “I have no responsibility to [short-term] shareholders. I have a responsibility for my customers, employees, and long-term shareholders [such as] typical German people, who have been shareholders in Gildemeister over the last 20 years. The average purchase price of the shares has been less than €15; that is why I offered €27.50. It is still a high price for me, but we have to show respect for the long-term shareholders.” He said later that he would not raise the offer price; the share value rose above it after news of the plan emerged in the last few weeks.
During the press conference, Kapitza strongly denied that DMG Mori AG would lose its identity as a result of the takeover. “We have to face global challenges and look to the future. A lot of people talk about globalisation, but hardly anybody is truly global.” He added: “Mori is also a name that is known, at Bielefeld [northern Germany, location of the Gildemeister plant] and elsewhere. Employees will see that they have safe jobs now, and in the future. They will also see that we are strong.” And he added later: “Just hankering after the past, personal emotions, is not businesslike.”
Although DMG Mori AG will post record results for 2014, Kapitza said that this performance is unlikely to be repeated in 2015, owing to global volatility. For example, the fall in the value of the Russian rouble, the Swiss franc and the Danish krone, and uncertainty relating to the European and American embargo on Russia over eastern Ukraine. However, in the latter part of the year, the company is planning to open an Ecoline machine assembly factory in Ulyanovsk, southeast of Moscow, which will offset some of the currency issues in the case of Russia.
For further details contact Retecon Machine Tools on TEL: 011 976 8600 or visit www.retecon.co.za