Porsche Makes An Offer: First, Volkswagen...Next, The World?

German law mandates it, so Porsche is gonna obey. The automaker hoping to move up from mere Teutonic knight to King of the Teutons is officially asking the shareholders of the automaker representing Deutschland if they'd like to surrender their control in a united union for united Bruceness. Only problem is they're asking for the wee fee of but EUR 100.92 per ordinary share of Volkswagen Aktiengesellschaft and EUR 65.54 per preference share of Volkswagen Aktiengesellschaft. And really, that's just not gonna cut it with the price-per-share where it is. But whatevs, an offer's an offer — and it's enough for us to start dreaming of a Jetta GT3. Full release including huge amounts of legalese below the jump.

Mandatory Offer by Dr. Ing. h.c. F. Porsche Aktiengesellschaft to the shareholders of Volkswagen Aktiengesellschaft

Important Information Regarding the Mandatory Offer by
Dr. Ing. h.c. F. Porsche Aktiengesellschaft to the Shareholders of Volkswagen Aktiengesellschaft.

The mandatory offer (Mandatory Offer or Offer) by Dr. Ing. h.c. F. Porsche Aktiengesellschaft (Bidder or Porsche), which is accessible below, is a public offer for the acquisition of shares in Volkswagen Aktiengesellschaft (Volkswagen), in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und bernahmegesetz) (Wp G). It is addressed to all shareholders of Volkswagen (Volkswagen Shareholders) except Volkswagen Shareholders whose place of residence, seat (Sitz) or place of habitual abode is in Japan and will be implemented solely in accordance with German law and certain applicable securities law provisions of the United States of America (United States or U.S.).

The announcements made on this website do not constitute an invitation to make an offer to sell shares in Volkswagen.

By a decision of the Federal Agency for Financial Services Supervision (Bundesanstalt f r Finanzdienstleistungsaufsicht) (BaFin) of 11 April 2007, the Bidder was permitted to exclude Volkswagen Shareholders whose place of residence, seat (Sitz) or place of habitual abode is in Japan from the Mandatory Offer. The Mandatory Offer is therefore not addressed to Volkswagen Shareholders whose place of residence, seat (Sitz) or place of habitual abode is in Japan (Excluded Shareholders).

The Offer relates to shares in a German company and is subject to the legal provisions of the Federal Republic of Germany on the implementation of such an offer. The Mandatory Offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, (Exchange Act) and otherwise in accordance with the provisions of the Wp G. To the extent permitted by applicable law, and pursuant to the class exemptive relief from Rule 14e-5 under the Exchange Act (Rule 14e-5) granted by the Staff of the Division of Market Regulation of the U.S. Securities and Exchange Commission (SEC) on
2 March 2007, Bidder may directly or indirectly acquire, or make arrangements to acquire, Volkswagen Shares other than pursuant to the Mandatory Offer on or off the stock exchange outside the United States during the period in which the Mandatory Offer remains open for acceptance provided that such acquisitions or arrangements to acquire comply with the applicable German legal provisions, in particular the Wp G.

To the extent necessary under German law, information about such acquisitions or arrangements will be published in Germany. Such information will also be published by way of a non-binding English translation on the Bidder's website under http://www.porsche.com/germany/aboutporsche/investorrelations/.

The publication, dispatch, distribution or dissemination of the Offer Document or other documents connected with the Mandatory Offer outside the Federal Republic of Germany, the United States and the Grand Duchy of Luxembourg may be subject to legal restrictions. Irrespective of the fact that as a result of the publication of the Offer Document on the internet, which is mandatorily prescribed by 35 para. 2 in conjunction with 14 para. 3 sentence 1 Wp G, the Offer Document can be accessed globally, the Offer Document and other documents connected with the Mandatory Offer may not be dispatched to, or disseminated, distributed or published in, countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the Offer Document by third parties outside the Federal Republic of Germany, the United States or the Grand Duchy of Luxembourg.

The Mandatory Offer may be accepted by all domestic and foreign Volkswagen Shareholders (except for the Excluded Shareholders) in accordance with the Offer Document and the applicable legal provisions. However, the Bidder wishes to point out that acceptance of the Mandatory Offer outside the Federal Republic of Germany, the United States and the Grand Duchy of Luxembourg may be subject to legal restrictions. Volkswagen Shareholders who come into possession of the Offer Document outside the Federal Republic of Germany, the United States and the Grand Duchy of Luxembourg , who wish to accept the Mandatory Offer outside the Federal Republic of Germany, the United States and the Grand Duchy of Luxembourg and/or who are subject to other legal provisions than those of the Federal Republic of Germany, the United States or the Grand Duchy of Luxembourg are advised to inform themselves of the relevant applicable legal provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Mandatory Offer outside the Federal Republic of Germany, the United States and the Grand Duchy of Luxembourg being permissible under the relevant applicable legal provisions.

Offer Document
MANDATORY OFFER

by
Dr. Ing. h.c. F. Porsche Aktiengesellschaft
Porscheplatz 1
70435 Stuttgart

to the shareholders of
Volkswagen Aktiengesellschaft
Berliner Ring 2
38436 Wolfsburg

for the acquisition of the shares held by them in
Volkswagen Aktiengesellschaft
at a price of
EUR 100.92 per ordinary share of Volkswagen Aktiengesellschaft and
EUR 65.54 per preference share of Volkswagen Aktiengesellschaft
Acceptance Period:
30 April to 29 May 2007, 24:00 hrs local time Frankfurt am Main
18:00 hrs local time New York

Related:
Testing The Waters: Porsche Underbids On VW, All Your German Automakers Are Belong to Ferdinand Piech? [internal]