June 24, 2017

América Móvil’s $9.5 Billion Bid for KPN Faces Scrutiny

A Dutch foundation with the power to block the proposed 7.2 billion euro, or $9.5 billion, bid for the Dutch cellphone operator KPN by América Móvil, the Latin American telecommunications giant owned by Mr. Slim, has expressed concern about the deal.

América Móvil announced last Friday that it was offering to buy the 70 percent of KPN that it did not own.

Analysts said the deal, which will be put to a shareholder vote in September, may be an attempt to derail the proposed sale of KPN’s German subsidiary, E-Plus, to a Spanish rival, Telefónica, in a cash-and-stock deal worth 8.1 billion euros.

In a statement released late on Tuesday, the KPN Foundation, an independent entity in the Netherlands that has the right to veto hostile takeovers, said it was concerned that América Móvil had not made clear its plans for KPN or whether it would support the E-Plus sale.

“América Móvil didn’t provide enough meat on the bones about its plans,” Walter Samuels, a spokesman for the foundation, said on Wednesday. “We wanted to give a statement to the market so that people know we exist.”

Under Dutch law, the foundation, which was created when KPN was privatized starting in the mid-1990s, has the right to buy the outstanding so-called preference stock in the Dutch company, which carries voting rights. This form of call option would allow the foundation to block América Móvil’s proposed takeover.

Mr. Samuels said that it had not moved to block the $9.5 billion deal, though it had not discussed its concerns with América Móvil.

“That’s a bridge further down the road,” Mr. Samuels said. “América Móvil is obliged to disclose timely information to the market about their plans.”

Shares in KPN, which have fallen 44 percent in the last 12 months, dropped around 2 percent, to 2.29 euros, in afternoon trading in Amsterdam on Wednesday. América Móvil plans to offer investors 2.40 euros for each of their shares in KPN, a company statement said.

A crucial issue in the takeover of KPN is the future of E-Plus, which will be decided at the September meeting of KPN’s shareholders. KPN agreed in July to sell E-Plus to Telefónica, though analysts warned that América Móvil might look to keep the unit if it completes a takeover.

In a statement last week, América Móvil said it had not decided how to vote on the pending sale of E-Plus. Last Friday, KPN said it would continue with the shareholder meeting to decide the fate of E-Plus, despite the proposed takeover offer from América Móvil.

Alliances are shifting in the European telecommunications sector. This year, deals involving European telecommunications companies represent around 77 percent, or $81 billion, of the globally announced takeovers in the sector, according to the data provider Mergermarket.

Article source: http://www.nytimes.com/2013/08/15/business/global/america-movils-bid-for-kpn-under-scrutiny.html?partner=rss&emc=rss

As Social Media Swirl Around It, Supreme Court Sticks to Its Analog Ways

They will be joined, if Twitter is any guide, by thousands of anxious, curious people across the country eagerly waiting for the court to rule on a remarkable number of major cases with huge implications. With just days remaining in its 2013 schedule, the court has left dangling its considered opinions on same-sex marriage, affirmative action and the nation’s voting rights laws.

“We all crave information instantaneously,” said Ms. Blatt, a lawyer at Arnold Porter who has argued 33 cases before the court, including one that is still pending this year. Last Monday, and again last Thursday, she found herself scouring legal blogs, looking for whatever clues might exist.

“I always thought those people were strange, and there I was, doing it,” she said. “People are dying to know something that they can’t.”

In a city beset by leaks — a young programmer recently gave a hoard of top-secret documents to newspapers — the high court’s annual rulings remain stubbornly opaque until they are handed out (on paper, first) by the court’s public relations staff. Meanwhile, the nine justices have the luxury of appearing publicly oblivious to the swirl of social media, the angst of Washington’s legal community and the voracious appetite of America’s 24-hour news cycle.

Many Washington institutions are making the high-tech transition; even the chairman of the Federal Reserve holds regular news conferences now. But like the Kremlinologists of the cold war, who deduced Communist power struggles by a leader’s presence on the Red Square reviewing stand, modern-day court watchers can do little more than speculate about when and how the court might rule.

“You never know when it’s going to come down,” said Mr. Olson, a former solicitor general who would know, if anyone would. A court observer for decades, he has shown up on each of the last three decision days at the court. “I just try to prepare for anything.”

Mr. Griffin is a founder of the American Foundation for Equal Rights, the organization that filed the legal challenge to Proposition 8, which banned same-sex marriage in California. Four times in the last two weeks, the court has issued decisions in other cases but not about that law’s constitutionality. Each time, Mr. Griffin has returned home and unpacked, lest his suits become wrinkled.

On Monday, Mr. Griffin will return once again, joined by the four plaintiffs in the case, who plan to stay in Washington until the high court rules, before they return home to California. If the court overturns the ballot initiative, the couples hope to have a wedding ceremony as soon as possible.

Across California, gay rights organizations have started many early mornings refreshing their Web pages for news and then going back to bed. Staff members at the Los Angeles Gay and Lesbian Center have elaborate plans for action after any outcome, and they are preparing to head into the office in the early morning as they anticipate widespread celebration or protest in West Hollywood.

And lawyers at the office of California’s attorney general, Kamala D. Harris, have been preparing for weeks with legal memos anticipating a wide range of possible outcomes.

The Web is ready, too. On Thursday, after the justices once again did not issue rulings in any of the biggest cases, news organizations blared the “news” to their followers. “BREAKING NEWS: No major decisions from Supreme Court today,” the Yahoo News site announced on its Twitter feed. Another Twitter user wryly observed: “Clearly all Supreme Court judges were unpopular kids in high school and, excited by all the attention now, are gonna drag this out.”

A year ago, in the minutes before the court announced its decision on President Obama’s health care law, Twitter users posted more than 13,000 messages a minute about the court. (By comparison, there were 160,000 a minute at the height of the presidential debate in Denver last year.)

The court’s term is dwindling fast. The schedule calls for a round of rulings on Monday, and court observers believe the justices may issue decisions on Wednesday and Thursday as well. There has been speculation of a July 1 session, though Chief Justice John G. Roberts Jr. is scheduled to teach a class on the history of the Supreme Court in Prague on July 2.

There will be other issues in Washington this week. The Senate is set to take a final vote on an immigration overhaul, perhaps on Thursday. (If the court overturns the federal Defense of Marriage Act first, lawmakers may not need to seek immigration protections for same-sex partners of immigrants, advocates said.)

But most of the intellectual guesswork will be about the justices and their rulings.

There are ways, if you know them, to offer educated guesses about the timing and authorship (if not the substance) of the court’s coming decisions. The tricks have become de rigueur among the Washington social set, whose members swap Supreme Court theories at cocktail parties the way Angelenos swap movie industry gossip.

“Everybody around this time starts to try to predict who has the decision and what it’s going to say,” said Irving L. Gornstein, the executive director of the Supreme Court Institute at Georgetown University. Mr. Gornstein calls himself a “participant” in the court-guessing parlor games. This year, he said, is the worst he can remember.

“Here you have four huge cases, which is really extraordinary for a Supreme Court term,” Mr. Gornstein said. “I can’t remember when you’ve had this many cases at the end of a term.”

Among the tricks of the court-watching trade is knowing that each of the justices is assigned to write the majority opinion in at least one case during each two-week “sitting,” when cases are heard for oral arguments. On Monday, if there are rulings yet to be announced from a particular sitting, and a justice who has not yet written an opinion from that set of cases, that justice might be a good bet.

Knowledgeable observers also keep close watch on the number of boxes of rulings set out by the public information officers at the court. The more boxes, the more rulings.

“It is a game that everybody’s playing because it’s so important,” Mr. Olson said. “These decisions are really important to the people involved, and they have consequences for a long time.”

Adam Liptak contributed reporting from Washington, and Jennifer Medina from Los Angeles.

Article source: http://www.nytimes.com/2013/06/24/us/high-court-sticks-to-its-ways-oblivious-to-social-media.html?partner=rss&emc=rss

EADS Seeks Flexibility on Shareholder Stakes

“We are pushing at the management level for a solution which allows shareholders to sell their shares if they want,” Louis Gallois, the chief executive of European Aeronautic Defense and Space, said during an interview late Tuesday.

The balancing of national interests in EADS, the parent company of Airbus, was enshrined in a shareholder pact that dates to the group’s creation in 2000. That agreement stipulates that the French and German stakes in EADS must be equal.

Daimler, the German automaker, owns 15 percent of EADS, while a consortium of German private- and public-sector banks holds 7.5 percent, though Daimler holds the banks’ voting rights. The French government and Lagardère, the media and aerospace conglomerate, own a combined 22.5 percent share.

Both Daimler and Lagardère have made clear in recent years that they do not view their EADS holdings as core to their operations. But the French and German governments have struggled to broker a sale of the shares to other investors in a way that would preserve the ownership balance. Moreover, because of the strategic importance of EADS, both Paris and Berlin have been eager to retain the power to block any potential hostile takeover by a foreign entity.

“We could propose other solutions to protect the company from hostile takeovers,” Mr. Gallois said. “We don’t necessarily need to have controlling shareholders for that.”

Earlier this year, some investors proposed creating so-called golden shares that would give France and Germany a veto over any strategic decision, like a takeover. But such a mechanism is not allowed in the Netherlands, where EADS is incorporated.

Mr. Gallois emphasized that the days of national power struggles and mutual suspicions within EADS had been consigned to the past. After an industrial crisis that resulted in a two-year delay of the Airbus A380 superjumbo jet, EADS in 2007 streamlined its management, eliminating a cumbersome structure that had placed two chief executives — one German, one French — and two chairmen at the helm.

That change, Mr. Gallois said, “had the immense advantage to make us a much more normal company.” The natural next step in the company’s evolution, he said, was to do away with the enforced balance of French and German ownership.

“I think the balance could be ensured, for instance, by the nationality of members of the board, by majority rules on the board, by agreements on the governance of the company,” Mr. Gallois said. “If there are no longer controlling shareholdings, the question of balance becomes less crucial.”

Any modifications to the shareholder pact could coincide with an expected transition at the top of EADS next year. Mr. Gallois, a 67-year-old Frenchman, is widely expected to step down and to be replaced by Tom Enders, the 52-year-old German who is chief executive of Airbus.

Mr. Gallois confirmed that the EADS board was “well engaged” in its discussions about his successor, but declined to indicate when an announcement might be made. He also appeared to rule out any dark-horse candidates for the job.

“I am not sure that you will be very surprised,” he said.

Article source: http://feeds.nytimes.com/click.phdo?i=5fcb4aafeb78b58dfbacbb5e6edde898