Minority institutional investors in Scania, the Swedish heavy vehicles manufacturer, appear reluctant to accept a takeover bid from Volkswagen (VW), which already owns 62.6% of the group’s share capital.
VW first invested in Scania in 2000.
On 21 February, it announced the offer for a cash consideration of SEK200 (€22) a share, which it said represents a premium of more than 50% on the share price.
But a spokesman for Skandia, one of the largest minority shareholders, told IPE the insurer was “negative” to the offer.
And a statement from Swedish pension company AMF, which along with AMF Funds owns 0.7% of Scania, said: “Our mission is to ensure good long-term returns for our clients.
“Therefore, it is particularly important not to make a decision based only on short-term key performance indicators for 2014 or 2015, but also take Scania’s long-term potential in consideration.
“We will not sell any shares until our assessment is completed.”
The two institutions have teamed up with the Fourth Swedish National Pension Fund (AP4) and Swedbank Robur to highlight governance concerns at Scania.
Under the Swedish A and B share system, VW’s share ownership equates to 89.2% of voting power.
The group of investors claims VW used its influence to remove Scania’s nomination committee, reducing smaller shareholders’ influence within the company.
Furthermore, they say VW’s ownership of rival truck manufacturer MAN Group, based in Germany, presents a potential conflict of interest.
VW intends to merge Scania into the VW group and says this would result in annual savings of €650m through synergies, although this would only be achieved over the next 10-15 years.
Meanwhile, Scania said it has set up an independent committee to evaluate the offer.