Brussels, 15/04/2004 (Agence Europe) - On Wednesday the European Commission informed Swedish truck maker AB Volvo that the sale of AB Scania B-shares to Deutsche Bank amounts to a divestiture. The Commission also accepts the sale of AB Scania A-shares - which carry most voting rights to Volvo's shareholders provided a number of conditions detailed in a letter to Volvo are fulfilled. In September 2000, the Commission approved the acquisition by Volvo of the truck division of Renault (Renault Véhicules Industriels) subject to a number of undertakings designed to prevent the creation of dominant positions on the truck and bus markets. One of these conditions was the divestment of Volvo's stake in Scania by a date agreed with the Commission. In 2003, Volvo lodged a request with the Commission for a further extension of the deadline to divest the Scania shares as it had failed to find any buyers.
On 3 February 2004 Volvo also announced publicly that it intended to transfer its 27.3 million A-shares representing 24.8% of the votes and 13.7% of the Scania share capital, to a separate, newly formed company called "Ainax". On 5 March 2004, Volvo announced that it had sold its 63.7 million B-shares, corresponding to about 5.8% of the votes and 31.8% of the Scania share capital.
The Commission welcomes the divestiture of the B-shares. The Commission also welcomes the concrete and timely plan to divest the A-shares by means of the newly created company "Ainax". In order to ensure a proper and effective implementation of the divestiture plan for the A-shares, Volvo must now ensure that Ainax is, in law and in fact, completely independent from Volvo in terms of, among other things: its ownership structure: Volvo may not own any shares in Ainax after a given date; its board composition: the Ainax board members will have to be confirmed by the Ainax shareholders following the Volvo divestiture. Ainax may not nominate any directors in Scania until then and in any event only after Ainax has been completely spun off from Volvo; its capital structure: Volvo must ensure that Ainax has sufficient funds to cover its running costs for at least one year. In addition, as Volvo has not withdrawn its request for an extension despite the sale of the B-shares and the Ainax plan for the distribution of the A-shares, the Commission has also informed the company that it failed to show good cause in support of an extension of the deadline. In the Commission's view, the disposal of Volvo's stake in Scania within the agreed deadline would not impact noticeably on Volvo's ability to borrow and invest, nor would it reduce its ability to compete in the marketplace. In any event, under the original undertaking, Volvo could not have any legitimate expectation to achieve a minimum price after the original deadline was extended beyond 23 April 2003.