|Type||Public ( Societas Europaea )|
|Founded||Stuttgart, Germany (1931)|
|Hans Dieter Pötsch, Chairman of the Executive Board Wolfgang Porsche, Chairman|
|Services||Automotive financial services, engineering services, investment management|
|€1.382 billion (2016 annual report)|
|Total assets||€28.365 billion (2016 annual report)|
|Total equity||€27.864 billion (2016 annual report)|
|Owner||Porsche-Piëch family (50% of equity, 100% of voting power)|
Number of employees
|935 (2018 annual report)|
|Subsidiaries|| Volkswagen Group |
Porsche Automobil Holding SE, usually shortened to Porsche SE (German pronunciation: [ˈpɔɐ̯ʃə] ( listen )), is a German multinational corporation primarily known as a holding company of Volkswagen Group with investments in the automotive industry. Porsche SE is headquartered in Zuffenhausen, a city district of Stuttgart, Baden-Württemberg and is majority owned by the Austrian-German Porsche-Piëch family. The company was founded in Stuttgart as Dr. Ing. h.c. F. Porsche GmbH in 1931 by Ferdinand Porsche (1875–1951) and his son-in-law Anton Piëch (1894–1952).
Porsche SE was created in June 2007 by renaming the old Dr. Ing. h.c. F. Porsche AG, and became a holding company for the families' stake in Porsche Zwischenholding GmbH (50.1%) (which in turn held 100% of the old Porsche AG) and currently is the major shareholder in Volkswagen AG (31.3%) and holds the majority voting rights (53.1%).At the same time, the new Dr. Ing. h.c. F. Porsche AG (Porsche AG) was created for the car manufacturing business.
In August 2009, Porsche SE and Volkswagen AG reached an agreement that the car manufacturing operations of the two companies would merge in 2011, to form an "Integrated Automotive Group".The management of Volkswagen AG agreed to 50.7% of Volkswagen AG being controlled by Porsche SE in return for Volkswagen AG management taking Porsche SE management positions (in order for Volkswagen management to remain in control), and for Volkswagen AG acquiring ownership of Porsche AG.
As of 2019, the 31.3% stake in Volkswagen AG is the predominant investment by Porsche SE, and Volkswagen AG in turn controls brands and companies such as Volkswagen, Audi, SEAT, Škoda, Bentley, Bugatti, Lamborghini, Porsche AG, Ducati, VW Commercial Vehicles, Scania, MAN, as well as Volkswagen Financial Services.
Dr. Ing. h.c. F. Porsche AG (which stands for Doktor Ingenieur honoris causa Ferdinand Porsche Aktiengesellschaft ), as a 100% subsidiary of Volkswagen AG, is responsible for the actual production and manufacture of the Porsche automobile line.
In addition to Volkswagen AG, other subsidiaries of Porsche SE include Porsche Engineering and Porsche Design Group.
Porsche SE has an investment in the American traffic information provider INRIX on 10% stake.
Volkswagen and its principal factory (with the newly built town that hosted it, called Wolfsburg today) were designed by Ferdinand Porsche and his design office, and the factory with supporting town facilities were established by the German government then led by the National Socialist (Nazi) Party in 1937–1938. When the government-owned Volkswagenwerk GmbH was privatized in 1960 into Volkswagen AG (VW AG), the German parliament enacted the law known as Volkswagen Law to govern the privatization process. In order to maintain government control in the privately owned company, the law stipulated that the votes on major shareholder meeting resolutions would require 4/5th (80%) agreement. This effectively gave any shareholder with more than 20% ownership (the government of Lower Saxony held 20.1%) a veto of any resolution that is proposed. This not only secured government control, but also prevented the possibility of a hostile takeover in the future.
When the European Union was founded in 1993, a European Union law was signed with the principle of promoting free movement of goods, people and capital within the Union. It became somewhat clear that the anti-takeover measure (the 80% agreement requirement) in Volkswagen Law would violate the European company law (as a part of the EU law), and it was feared that suitors would eventually be able to take over Volkswagen AG, as amendments to the German law and the bylaws of VW AG were seen to be likely.
In late 2005, Porsche took an 18.65% stake in the Volkswagen Group, further cementing their relationship, and preventing a takeover of Volkswagen Group, which was rumoured at the time. Hypothetical suitors included DaimlerChrysler AG, BMW, and Renault. As of June 2006, the Porsche AG stake in VW AG had risen to 25.1%, giving Porsche the veto rights along with the government.
On 26 March 2007, amidst the rumours that hedge funds were trying to takeover VW AG with the intent to dismantle and dispense the components of Volkswagen Group, Porsche took its holding of Volkswagen AG shares to 30.9%, triggering a takeover bid under German law which required other shareholders to be given the opportunity to sell the shares at least at the price paid by the new major shareholder. Porsche then formally announced in a press statement that it did not intend to take over Volkswagen Group (it would set its bid price at the lowest possible legal value) but intended to move to avoid a competitor taking a large stake.Porsche's move came after the European Union announced that it intends to take steps against the Volkswagen Law.
In October 2007, the European Court of Justice ruled against the law, potentially paving the way for a takeover.
On 16 September 2008, Porsche increased its holdings to 35.14%,in effect almost taking control of the company, with more than 35% of the voting rights. It again triggered a takeover bid, but this time over Audi AG. Porsche dismissed the bid as a mere formality, since it was Porsche's intention to keep the corporate structure of the Volkswagen Group.
In October 2008, Porsche SE announced its intent to raise its stake in Volkswagen AG to 75% during 2009, and on 7 January 2009, Porsche SE's holding in VW AG was raised to 50.76%.At 75% ownership level, Porsche SE would have been able to bring VW AG's cash position onto Porsche SE books. Porsche's move automatically triggered a bid for Scania AB, because VW AG already had a controlling position in the Swedish truck-maker. As Porsche had no strategic interest in Scania, they offered the minimum price in that mandatory takeover bid on 19 January 2009. There has been some tension and anxiety among the VW AG management and the workers, who feared that Porsche might replace the management after the takeover, and it may signify a hardened production efficiency control, rejection of demands for pay rises or even personnel cuts. Ferdinand Piëch (Chairman of VW AG) and his cousin, Wolfgang Porsche (Chairman of Porsche SE), also seemed to be on a collision course.
However, on 13 August 2009, Volkswagen AG's Supervisory Board signed the agreement to create an "integrated automotive group" with Porsche AG, led by Volkswagen AG. Volkswagen would initially take a 49.9 percent stake in Porsche AG by the end of 2009, and it would also see the Porsche-Piëch family shareholders selling the VW distributor ownership of Porsche Holding Salzburg to Volkswagen AG,which is the largest car distributor in Europe.
On 5 July 2012, Volkswagen AG announced a deal with Porsche SE, resulting in VW's full ownership of Porsche AG on 1 August 2012. The deal was classified as a restructuring rather than a takeover due to the transfer of a single share as part of the deal. Volkswagen AG paid Porsche AG shareholders $5.61 billion for the remaining 50.1% it did not own.The families later used the amounts they received for Porsche AG and the dealership shares to buy back the Porsche SE shares from Qatar Investment Authority as described in the following section.
In October 2013, the EU Court of Justice ruled that a redraft of the Volkswagen law "complied in full" with EU rules, bringing "the matter to a close," as the 80% agreement requirement was taken off.This officially made Porsche SE the controlling owner of Volkswagen AG.
Porsche reformed the company's structure, with Dr Ing. h. c. F. Porsche AG becoming a holding company, renamed "Porsche Automobil Holding SE",and a new Dr Ing. h. c. F. Porsche AG operating company being formed in 2007. Thus the operating activities are separated from holding activities of the company. There was an Extraordinary General Meeting for Porsche AG shareholders which took place on 26 June 2007, at the Porsche Arena in Stuttgart, Germany to discuss the change to the company structure.
By March 2009, Porsche SE was aiming for its first ever credit ratings from U.S. rating agencies Standard & Poor's and Moody's.
In its process to acquire a majority holding in Volkswagen AG, Porsche SE built up a large debt burden, aggravated by taxes due on very large paper profits on Volkswagen AG options. By July 2009, Porsche SE was faced with debts exceeding 10 billion euros. The supervisory board of Porsche SE finally agreed to a number of arrangements whereby the Qatar Investment Authority would inject a large amount of capital into Porsche SE, and Porsche automobile manufacturing business would be merged with Volkswagen Group. On 23 July 2009, Michael Macht was appointed CEO of Porsche AG, to replace Wendelin Wiedeking, who was expected to receive a compensation package of 50 million euros.
In July 2010, Porsche AG appointed Volkswagen executive Matthias Müller to its new CEO position, moving Michael Macht to another executive position within Volkswagen AG.
In July 2012, it was announced that Volkswagen AG was taking over the Porsche AG automotive company completely, which bears the same name, but is only a subsidiary of Porsche SE.In June 2013, Qatar Holdings, through the Qatar Investment Authority, sold its 10% holding in Porsche SE back to the founding Porsche-Piëch family, giving them 100% voting rights in the holding company. Porsche SE currently owns 50.73% of the voting rights in Volkswagen AG as the largest (controlling) shareholder.
Dr.-Ing. h.c. F. Porsche AG, usually shortened to Porsche AG, is a German automobile manufacturer specializing in high-performance sports cars, SUVs and sedans. The headquarters of Porsche AG is in Stuttgart, and the company is owned by Volkswagen AG, a controlling stake of which is owned by Porsche Automobil Holding SE. Porsche's current lineup includes the 718 Boxster/Cayman, 911, Panamera, Macan, Cayenne and Taycan.
Volkswagen, shortened to VW, is a German motor vehicle manufacturer founded in 1937 by the German Labour Front, known for the iconic Beetle and headquartered in Wolfsburg. It is the flagship brand of the Volkswagen Group, the largest car maker by worldwide sales in 2016 and 2017. The group's biggest market is in China, which delivers 40% of its sales and profits. Popular models of Volkswagen include Golf, Jetta, Passat, Atlas, and Tiguan. The German term Volk translates to "people", thus Volkswagen translates to "people's car".
Volkswagen AG, known internationally as the Volkswagen Group, is a German multinational automotive manufacturing corporation headquartered in Wolfsburg, Lower Saxony, Germany and owned by Porsche SE, part of the Austrian-German Porsche and Piëch family. It designs, manufactures and distributes passenger and commercial vehicles, motorcycles, engines, and turbomachinery and offers related services including financing, leasing and fleet management. In 2016, it was the world's largest automaker by sales, overtaking Toyota and keeping this title in 2017, 2018 and 2019, selling 10.9 million vehicles. It has maintained the largest market share in Europe for over two decades. It ranked seventh in the 2018 Fortune Global 500 list of the world's largest companies.
MAN SE is based in Munich, Germany. Its primary output is commercial vehicles and diesel engines through its MAN Truck & Bus and MAN Latin America divisions, and participation in the manufacturer Sinotruk.
Ferdinand Anton Ernst Porsche, mainly known as Ferry Porsche, was an Austrian-German technical automobile designer and automaker-entrepreneur. He operated Porsche AG in Stuttgart, Germany. His father, Ferdinand Porsche, Sr. was also a renowned automobile engineer and founder of Volkswagen and Porsche. His nephew, Ferdinand Piëch, was the longtime chairman of Volkswagen Group, and his son, Ferdinand Alexander Porsche, was involved in the design of the 911.
In business, a white knight is a friendly investor that acquires a corporation at a fair consideration with the support from the corporation's board of directors and management. This may be during a period while it is facing a hostile acquisition from another potential acquirer or it is facing bankruptcy. White knights are preferred by the board of directors and/or management as in most cases as they do not replace the current board or management with a new board, whereas, in most cases, a black knight will seek to replace the current board of directors and/or management with its new board reflective of its net interest in the corporation's equity.
The Pac-Man defense is a defensive business strategy used to stave off a hostile takeover, in which a company that is threatened with a hostile takeover "turns the tables" by attempting to acquire its would-be buyer. The name refers to Pac-Man, a video game in which the protagonist is at first chased around a maze of dots by 4 ghosts. However, after eating a "Power Pellet" dot, he is able to chase and devour the ghosts. The term was coined by buyout guru Bruce Wasserstein.
Ferdinand Karl Piëch was an Austrian business magnate, engineer and executive who was the chairman of the executive board (Vorstandsvorsitzender) of Volkswagen Group in 1993–2002 and the chairman of the supervisory board (Aufsichtsratsvorsitzender) of Volkswagen Group in 2002–2015.
Wendelin Wiedeking is the former President and Chief Executive Officer of the German car manufacturer, Porsche AG, a post he held from 1993 through July 23, 2009. He was also speaker of the company's executive committee and was a member of the supervisory board of Volkswagen AG from 2006 to 2009.
Ducati is a group of companies, best known for manufacturing motorcycles and headquartered in Borgo Panigale, Bologna, Italy. The group is owned by German automotive manufacturer Audi through its Italian subsidiary Lamborghini, which is in turn owned by the Volkswagen Group.
Martin Winterkorn is a German former business executive who was chairman of the board of management of Volkswagen AG, the parent company of the Volkswagen Group, chairman of the supervisory board of Audi, and chairman of the board of management of Porsche Automobil Holding SE.
Porsche Holding GmbH, also known as Porsche Holding Salzburg, is the largest car distributor in Europe. In 2011, the company was sold by the Porsche family and Porsche SE to Volkswagen AG, which is the majority owner of the company.
Michael Macht was the board of management member in charge of production with the German carmaker Volkswagen. Macht was formerly CEO of the management board at Porsche where he was appointed chairman of the Porsche AG and Porsche Automobil Holding executive board on 23 July 2009 and also served on the board of Porsche SE. Macht was succeeded at Porsche by Matthias Müller, who had previously been in charge of product strategy at VW.
Matthias Müller is a German businessman who was the chief executive officer (CEO) of Volkswagen AG from 25 September 2015 to 12 April 2018. He had been the CEO of its subsidiary, Porsche, since 2010 and has been Member of the executive board of Porsche Automobil Holding SE since 2010.
The Volkswagen Act is a set of German federal laws enacted in 1960, regulating the privatization of Volkswagenwerk GmbH into the Volkswagen Group. In order to maintain government control in the privately owned company, it stipulated that the votes in major shareholder meeting resolutions require 4/5th (80%) agreement. This part of the law was deemed to violate the "free movement of capital" principle of European Union corporate law. After a series of challenges from 2007 to 2013, the German parliament finally amended the part in 2013 to EU Court of Justice satisfaction.
Anton Piëch was an Austrian-German lawyer and the son-in-law of Ferdinand Porsche. He headed Volkswagenwerk GmbH between 1941 and 1945, which produced the Volkswagen vehicles (KdF-Wagen) at the factory in Wolfsburg, Germany.
Wolfgang Heinz Porsche is a German-Austrian manager and a member of the Porsche family dynasty. He is a shareholder and chairman of the Supervisory Board of Porsche Automobil Holding SE as well as of Porsche AG. He is the youngest son of Ferdinand (Ferry) Porsche and Dorothea Reitz. His oldest brother is Ferdinand (Butzi) Porsche, designer of the Porsche 911.
Traton SE, known as the Traton Group, is a subsidiary of the Volkswagen Group and one of the world's largest commercial vehicle manufacturers, with its MAN, Scania and Volkswagen Caminhões e Ônibus brands. The company also has digital services branded as RIO. In 2020, the Group sold around 190,200 vehicles. The range of products includes light-, medium-, and heavy-duty trucks, as well as vans and buses. As of December 31, 2020, Traton employed around 82,600 people in its commercial vehicle brands.
Hans Dieter Pötsch is an Austrian businessman, the chairman of the executive board of Porsche SE, and chairman of the supervisory board of Volkswagen since 2015, when he succeeded Ferdinand Piëch.
Commission v Germany (2007) C-112/05 is an EU law case, relevant for UK enterprise law, concerning European company law. Following a trend in cases such as Commission v United Kingdom, and Commission v Netherlands, it struck down public oversight, through golden shares of Volkswagen by the German state of Lower Saxony. Soon afterwards, the management practices leading to the Volkswagen emissions scandal began.