NEWS

Grammer: Chinese White Knight Triumphs, Hastor out of the Game

Jiye Auto Parts GmbH, an affiliate of the Chinese automotive supplier Ningbo Jifeng and strategic partner of Grammer, announced on 10th August that about 48.45% of Grammer shareholders have accepted their takeover offer. The affiliated companies of Ningbo Jifeng currently hold 25.56% of the Grammer shares. Taking the 48.45% new shares into consideration, Jifeng will now have approximately 74.02% of the total shares of Grammer AG. The transaction is expected to be accomplished in the third quarter of 2018.

The notorious Hastor family has now left Grammer after more than two years participation. Hastor’s investment company Cascade stated on 8th August that Cascade has accepted the tender offer from Chinese auto supplier Jifeng, leaving only a tiny number of shares in Grammer. Hastor family rejected Jifeng’s tender offer of €60 per share in May and claimed that the offer was evidently too low and estimated the fair value of Grammer should be “at least €85 “, therefore, Cascade announced to consider an expansion of their participation in Grammer. Yet it turned out that they made a different decision. Given the successful takeover by the Wang family – the owner family of Jifeng, Cascade cannot fulfil their previous plans with Grammer any more.

Grammer – the specialist for truck and train seats as well as interior equipment for commercial and passenger cars headquartered in Amberg – had established partnership with Ningbo Jifeng and the owner family of Ningbo Jifeng, in order to get rid of the activist shareholder Hastor. Ningbo Jifeng acted as “white knight” and invested in Grammer in a generous manner.

Work unions and investment bankers reacted positively on the takeover of Jifeng. The chief of Amberg IG Metall and deputy of supervisory board from Grammer Horst Ott said the participation of Jifeng will secure a stable status of Grammer. Jifeng has contractually agreed that Grammer will remain independent and publicly listed. All sites are guaranteed to remain open for five years, and all job positions for seven and a half years.

The investment bank Oddo BHF estimates that auto makers, who’s orders have been negatively impacted due to the bad experiences with the Hastor family, would be in the position to have their orders back to normal again. Grammer should therefore become more profitable. The stock price of Grammer rose slightly on 9th August.

As the M & A advisor to Grammer AG, Shentou Capital (Shentou) advised the company over the past two years and provided solid support in various phases. In the first phase, with the help of Shentou, the management of Grammer AG successfully defeated the hostile takeover attempt by the Hastor family in cooperation with Jifeng. Jifeng acquired roughly 9% share of Grammer via a convertible bond, and together with other investors, prevented the hostile takeover by Hastor in the in Grammer’s annual General Meeting in 2017. In this defensive struggle, the management of Grammer AG was supported by the representatives of the employees and by a broad social consensus.
In the second phase, Shentou successfully assisted the management, supervisory board and works council of Grammer in negotiations for a comprehensive strategic cooperation between Ningbo Jifeng and Grammer.

The notorious Hastor family has now left Grammer after more than two years participation. Hastor’s investment company Cascade stated on 8th August that Cascade has accepted the tender offer from Chinese auto supplier Jifeng, leaving only a tiny number of shares in Grammer. Hastor family rejected Jifeng’s tender offer of €60 per share in May and claimed that the offer was evidently too low and estimated the fair value of Grammer should be “at least €85 “, therefore, Cascade announced to consider an expansion of their participation in Grammer. Yet it turned out that they made a different decision. Given the successful takeover by the Wang family – the owner family of Jifeng, Cascade cannot fulfil their previous plans with Grammer any more.

Grammer – the specialist for truck and train seats as well as interior equipment for commercial and passenger cars headquartered in Amberg – had established partnership with Ningbo Jifeng and the owner family of Ningbo Jifeng, in order to get rid of the activist shareholder Hastor. Ningbo Jifeng acted as “white knight” and invested in Grammer in a generous manner.

Work unions and investment bankers reacted positively on the takeover of Jifeng. The chief of Amberg IG Metall and deputy of supervisory board from Grammer Horst Ott said the participation of Jifeng will secure a stable status of Grammer. Jifeng has contractually agreed that Grammer will remain independent and publicly listed. All sites are guaranteed to remain open for five years, and all job positions for seven and a half years.

The investment bank Oddo BHF estimates that auto makers, who’s orders have been negatively impacted due to the bad experiences with the Hastor family, would be in the position to have their orders back to normal again. Grammer should therefore become more profitable. The stock price of Grammer rose slightly on 9th August.

As the M & A advisor to Grammer AG, Shentou Capital (Shentou) advised the company over the past two years and provided solid support in various phases. In the first phase, with the help of Shentou, the management of Grammer AG successfully defeated the hostile takeover attempt by the Hastor family in cooperation with Jifeng. Jifeng acquired roughly 9% share of Grammer via a convertible bond, and together with other investors, prevented the hostile takeover by Hastor in the in Grammer’s annual General Meeting in 2017. In this defensive struggle, the management of Grammer AG was supported by the representatives of the employees and by a broad social consensus.

In the second phase, Shentou successfully assisted the management, supervisory board and works council of Grammer in negotiations for a comprehensive strategic cooperation between Ningbo Jifeng and Grammer.

Grammer AG

Located in Amberg, Germany, Grammer AG specializes in the development and production of components and systems for automotive interiors as well as suspension driver and passenger seats for on-road and off-road vehicles. In the Automotive Division, Grammer supplies headrests, armrests, center console systems and high-quality interior components and operating systems to premium automakers and automotive system suppliers. The Commercial Vehicle Division comprises seats for truck and off-road seat segments (tractors, construction machinery, and forklifts) as well as train and bus seats. With 13,000 employees, Grammer operates in 19 countries around the world. Grammer shares are listed in the SDAX and traded on the Frankfurt and Munich stock exchanges via the electronic trading system Xetra. Its 2017 revenue was approximately 1.8 billion Euros.

Ningbo Jifeng

Ningbo Jifeng Auto Parts Co., Ltd., established in 2003, is a leading manufacturer of seat system components for passenger vehicles in China. The company specializes in the development, production and sale of automotive headrest and armrest. The product portfolio includes headrest, headrest rod and armrest. Ningbo Jifeng Auto Parts Co., Ltd. is listed in the Shanghai Stock Exchange from 2nd March 2015.