Spyker gets US Court Date, seals deal with Youngman (sort of)

A little bit of Spyker news has drifted through the internet tubes today.

First of all, a date has been set for Victor Muller’s case against GM. It’ll go up for oral arguments on February 19 next year.

On a different note, there’s also some automotive news from Spyker today: the signing of a definitive agreement with Youngman based on the framework agreement they forged a few months ago.

The deal in a nutshell:

  • Youngman will invest money into Spyker NV but will not exceed 29.9% ownership.
  • Youngman and Spyker will establish a joint venture – Spyker P2P B.V. – of which Youngman will own 75% and Spyker 25%. Youngman contribute 25million Euros and Spyker contribute technology for the D8 Peking-to-Paris SSUV. They plan to launch this vehicle in 2014.
  • Another joint venture created under this deal is Spyker Phoenix B.V. Youngman owns 80% and Spyker owns 20%. Youngman will contribute the rights they own to parts of Saab’s Phoenix platform. They will also provide all required funding.
  • Spyker Phoenix shall develop and manufacture a new full range of premium car models based on the Phoenix platform which will be positioned higher than the comparable Saab models were. Spyker Phoenix products may be manufactured in Europe and China as the case may be.

Youngman will get spots on Spyker’s Management and Supervisory boards BUT this whole enchilada is still subject to due diligence and government approval (Youngman are pretty well hooked in with the government – NDRC approval shouldn’t ever be taken for granted, but wasn’t considered to be a problem back in 2011).

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Shall we mention the elephant in the corner of the room?

Should this deal go ahead, there will be one company building cars in Trollhattan with the Saab name on them (NEVS) but using a completely new and different powertrain. There’ll also be a company building cars based on Saab-derived technology in either Europe or China. According to the release, they’ll be in similar segments to Saab, but positioned at the higher end of the market and knowing Victor’s penchant for finer things, I’m pretty sure they’re going to be kitted out with a certain amount of flair.

The elephantine question(s) – does one interest you more than the other? Does either interest you at all?

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The press release:

SPYKER AND YOUNGMAN SIGN DEFINITIVE TRANSACTION DOCUMENTATION BASED ON THE FRAMEWORK AGREEMENT SIGNED

AUGUST 27, 2012 Zeewolde, the Netherlands, 6 December 2012 — Spyker N.V. (“Spyker”) announces that it has signed a subscription agreement including accessory agreements (the “Transaction Documentation”) with the Chinese car manufacturer Zhejiang Youngman Passenger Car Group Co, Ltd (“Youngman”) today.

The Transaction Documentation entails the following transactions:

  • Subject to satisfactory completion by Youngman of a due diligence on Spyker and the satisfaction of other conditions as set out in the Transaction Documentation – including the necessary governmental approvals – Youngman will invest Euro 10,000,000 in Spyker of which approximately Euro 7,000,000 as subscription for such number of Class A shares in Spyker as will constitute 29.9% of the issued and outstanding share capital of Spyker on a fully diluted basis. If the new shares to Youngman are issued prior to the reverse stock split – which is part of the amendment of Spyker’s Articles of Association to be approved during the Extra-ordinary General Meeting of Shareholders of 21 December 2012- the purchase price will amount to Euro 0.05. If the new shares are issued at or after the reverse stock split, the purchase price will amount to Euro 5.00 per share. Youngman undertakes to not exceed the 29.9% threshold and therefore has no ambition to make a mandatory offer on all outstanding shares in Spyker. Spyker’s CEO Victor R. Muller will also observe that threshold.
  • The remaining payment of approximately Euro 3,000,000 shall be provided to Spyker in the form of a convertible loan which bears an interest of 2.5% per annum. The convertible loan does not have a maturity date and may only be discharged by conversion into shares.
  • Youngman has conditionally paid Euro 2,300,000 to Spyker for 46 million Class A shares. It is expected that the remaining Euro 7,700,000 will be paid in installments on or before the end of January 2013 provided that all conditions have been timely met.
  • Youngman and Spyker have established a Joint Venture called Spyker P2P B.V. (“Spyker P2P”) in which Youngman holds 75% of the shares and Spyker 25%. Youngman agreed to make a cash contribution in the amount of Euro 25,000,000 whilst Spyker has made its contribution by transferring the technology it developed for the Spyker D8 Peking- to-Paris, a $ 250,000 four door Super Sports Utility Vehicle (“SSUV”). Youngman’s contribution shall be paid in installments in accordance with the development and manufacturing plan of the SSUV with the objective of launching that car by the end of 2014. Additional models on the SSUV’s aluminum space frame and technology are being contemplated.
  • Youngman and Spyker have jointly incorporated a second Joint Venture called Spyker Phoenix B.V. (“Spyker Phoenix”) in which Youngman holds 80% of the shares whilst Spyker holds 20%. Youngman will contribute the rights to the Phoenix platform as developed by Saab Automobile AB in 2010/2011 to which Youngman acquired a license in 2011 as well as provide all required funding.
  • Spyker Phoenix shall develop and manufacture a new full range of premium car models based on the Phoenix platform which models will be positioned higher than the comparable Saab models were. Spyker Phoenix products may be manufactured in Europe and China as the case may be.
  • Spyker transferred all of its trademarks to a Joint Venture called Spyker Trademark Company B.V. (“Spyker Trademark”), in which Youngman holds 75% of the shares whilst Spyker holds 25% of the shares. Spyker Trademark granted a licence to Spyker, SpykerP2P and Spyker Phoenix for the use of the Spyker trademark.
  • Youngman and Spyker agree to provide all the (manufacturing) technologies owned by each of them to Spyker Phoenix for its use free of charge. P2P and Spyker agreed to provide all the (manufacturing) technologies owned or licensed by each of them to each other free of charge.
  • Youngman has the right to nominate 1/3 of Spyker’s supervisory board and 1/3 of Spyker’s management board. On the agenda for the upcoming EGMS of 21 December 2012 is the proposal to appoint Mr. Qingnian Pang as member of the supervisory board of Spyker. The Youngman nominee for the management board will be nominated for appointment in Spyker’s annual shareholder’s meeting in 2013. Tenaci Capital B.V. (“Tenaci”) shall be entitled to nominate one person for appointment to the management board and one person for appointment to the supervisory board and it shall be entitled to nominate the chairperson of the supervisory board and the chairperson of the management board.

Victor R. Muller, Spyker’s CEO said: “Signing the Transaction Documentation is a mile stone for Spyker. We have conditionally secured our short and mid-term funding and forged a strong partnership with Youngman which will allow us to expand our product range with the long awaited Spyker D8 Peking-to-Paris SSUV and possibly additional models on the basis of that platform. Moreover Spyker has secured a 20% stake in the development of all Phoenix based vehicles, which development will be funded by Youngman in the coming years. All in all, being virtually debt free, refinanced and with an exciting product range in the making, this strong partnership with Youngman allows Spyker to enter a new chapter in its history.”

Pang Qingnian, Youngman’s CEO said: “We are delighted that after weeks of intense preparations we have signed the final documentation and can move on to the next steps in our partnership: The implementation of our strategic plans for both the Spyker C8 Aileron and D8 Peking-to-Paris on the one hand and the Phoenix based Spyker models on the other. We are confident that after having worked together so closely in our efforts to save Saab Automobile AB last year, our partnership in Spyker will bear the fruits we were unfortunately unable to harvest earlier.”

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20 Comments

  1. Added to the above, there is the added complexity of statements by Saab’s receivers regarding the Phoenix-platform. If I understood their final report right, they state that Youngman only ever signed an agreement for non-exclusive ownership of the Phoenix platform at the development level on August 31, 2011. This agreement was, according to the receivers, subject to certain conditions which were never met. Hence the receivers uphold the notion that Youngman doesn’t actually own anything. See page 28 and 29 of their final report.

  2. So if everything turns out as planned (following the story of and around Saab for the last 2 years or so, I am led to think there’s a big IF), we are to get a top premium saaby Spiker and a probably not so saaby electrical Saab. Since I made a very wise decission to get myself a new Saab a year and a half ago, I have now plenty a time to remain hopefull or perhaps naive, that by the time NEVS churns out a new generation of Saabs, they’ll be something that I like and can afford. Spykers on the other hand are far to exotic and expensive for me.

  3. Swade, oral arguments for what? On GM’s motion to dismiss? If that’s the case, the case is moving fairly slowly. Assuming GM’s motion is denied, then you have the discovery phase – which in a complicated commercial case could take 12 months (or more). And then you have the summary judgment phase, where GM will make another motion to terminate the case after discovery. That’s another 3-6 months for briefing and argument. Then, and only then, if GM loses, will the case be scheduled for trial.

    1. Here’s the entire article, from Reuters, Greg. Make of it what you will.

      Dec 6 (Reuters) – Spyker NV : * N.v. : Spyker n.v.: court sets date for oral argument in General Motors case * Says the hearing is scheduled for February 19, 2013

    2. A longer article is now online, published after I first wrote this one. Although longer, it doesn’t give any more real detail as to what the hearing will be about, but it does still mention this: “GM claims the suit is without merit and has asked the court to dismiss it.”

      Makes me think it might just be on the motion to dismiss.

      1. A motion to dismiss has been made. A hearing for the dismissal motion comes before any other proceedings. This is standard American legal procedure and as such not a positive for Saab. We will see.

  4. Spyker has one very beautiful car (can’t see it on their website – something called Flash Plugin missing *F A I L*). I guess their new venture will go up against BMW, Jaguar, etc. It’s interesting, but it will not be for me personally. NEVS has the ability to interest me with a solid non-“premium crap” product that both carry some “Saab DNA” (timeless understated design, safety, driver focus, built for our winter climate) and also has some new groundbreaking technologies that moves the auto industry forward intellectually. A 2012 9-3 that can run on battery for at least 250km, that can charge to full in no more than 8 hours, and that carry a decent price-tag would definitely interest me. Unfortunately, I haven’t seen anything so far that makes believe it will happen.

    1. Charging times is already an area in which progress is being made. Volvo is currently testing a charger that fully charges the C30 Electric in 1.5 hours on a three-phase supply.

      1. The official and glorified EU-cycle range for that car is only 160km. But as some Swedish auto journos pointed out, 120km is probably the practical distance if you wanna be on the safe side. Also, it can (and probably need to) be fueled with ethanol for the cabin heater. Maybe that is the way to go for “electric” cars…

  5. Neither one really interests me as a buyer. I am interested in the news. I will have to settle into planning to drive my wonderful 95 for a long time!

  6. OK, the D8 stuff might make sense. It will be a very high price, small scale car with only dozens built, so development costs will be low, but price will be through the roof, as with other Spyker cars. But that Phoenix thing is weird. The platform rights Youngman purchased (if they really did) did not even cover the entire platform to my knowledge. To come up with a premium car above Saab, but still below Spyker, they will need money. I mean real money. Where is that expected to come from? From the won GM case? That would be enough, I guess, but yet another big IF. From Youngman? Did not seem they had enough money in the first place. Where will they build the car? In Trollhättan, on NEVS’s assembly line? Might make sense, but still….

  7. Swade,

    You forgot another company shamelessly building Saab-based cars: GM. They have the SRX based on the 9-4x, Insignia/Regal/XTS (and soon Impala) based on the 9-5, and now the Verano which is basically a “next-gen” 9-3.

    The D8 is really cool looking, but who needs another 10mpg luxury SUV? It’s mostly irrelevant unless they can bring something new to the table.

    NEVS interim (gasoline) model: I might be interested if I had to buy a new car and it was available in North America.
    NEVS electric: I’m interested, but it’s too early to say how much.
    Spyker Phoenix: It could be really cool, or it could be as irrelevant as the D8. I hope they can give it a cutting-edge powertrain.

  8. I think both project are interesting. I will follow both cases, in the same way that I’m trying to find out which car will be using the e-AAM electric drivetrain first planned for the Phoenix based 9-3.

  9. NEVS and electric cars have never caught on with me. But I am interested in the Spyker news. Even though the little SUV thingy is a bit weird, I think it might work in China. And I am definitely interested in seeing a Spyker/Phoenix project. I hope Victor succeeds.

  10. I can’t quite figure out what he difference between this ” news” and spyker s previous framework announcement. It still seems subject to due diligence ( what have they been doing or the last few months?) and government approval.

    Not sure why they are agreeing to pay 0.05 Eur a share, when the current trading range is between 0.02 and 0.03 Eur

    And if I was youngman, I wouldn’t agree to my opposite and supposed equal 29.9 % shareholder having the sole right to nominate the chairman of the board.
    He who has the chair, controls the board.

    Watch for the wheels to spin on this one, if youngmans past form is any indication.

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