Airbus Parent Expected to Alter Base of Its Investors

The restructuring, which was the subject of a board meeting late Sunday, would dissolve a decade-old agreement that gave the two countries an effective veto over company strategy, a factor that contributed to the failure of a proposed merger between EADS and BAE Systems of Britain in October.

One person familiar with the details of the plans said the state-owned German bank KfW was expected to acquire a 7.5 percent stake currently held by a consortium of public- and private-sector German banks, as well as another 4.5 percent from the German automaker Daimler, which owns 15 percent of the company.

The French government, which already owns 15 percent of EADS directly, has agreed to relinquish 3 percent of its voting rights in the company, said the person, who spoke on condition of anonymity because the board had not yet voted on the change. The French would continue to hold the full dividend rights of its 15 percent stake, but ownership of the other 3 percent would be transferred to a foundation, registered in the Netherlands, that would have no voting rights.

Details of the accord were expected to be announced Monday, the person said.

The new arrangement would end a shareholder pact that dates to the creation of EADS in 2000, which was designed to balance the national interests of France and Germany by giving a core group of shareholders special veto rights and the right to appoint the members of the company’s 11-seat board.

The core shareholder group has until now included Daimler, as well as Lagardère the French magazines and missiles conglomerate, which owns a 7.5 percent stake in EADS and whose chairman, Arnaud Lagardère, is currently chairman of the EADS board.

Both Daimler and Lagardère have long made clear their desire to sell their stakes, which neither considers core to its operations. The dissolution of the shareholder agreement now frees the two companies to dispose of their holdings. Some of the shares could be sold on the open market, but European news media reports last week suggested that EADS was also considering a share buyback that could absorb a significant portion of the outstanding shares.

EADS was expected to call for an extraordinary shareholders’ meeting in the first quarter of next year to approve changes to the ownership structure as well as a new slate of board directors.

Mr. Lagardère was not expected to be renominated as chairman, although he was likely to be replaced by another Frenchman. According to EADS’s bylaws, the chairman and chief executive must be split between a French and a German. Thomas Enders, who took over as chief executive in June, is a German.

EADS has long sought a new shareholder arrangement that would preserve the politically sensitive balance of influence between France and Germany without subjecting key management decisions to the approval of politicians in Paris and Berlin.

The impact of such political interference was on prominent display in October, when the German government led by Chancellor Angela Merkel failed to approve the EADS-BAE combination, sinking a deal that would have created the world’s largest aerospace group.

Article source: http://www.nytimes.com/2012/12/03/business/global/eads-restructuring-expected-to-enhance-germanys-holding.html?partner=rss&emc=rss