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The long saga of Saab has generated a lot of headlines for us in the past few months. The latest was word that the deal between General Motors and Spyker was initially rejected because of the fact that one of Spyker's investors was tied to the Russian mafia. It wasn't until the Antonov Group was bought out, allegedly, that the deal proceeded.

Today we received a press release from Spyker giving a few more details about its rationale for buying Saab, and it hints of what's in store for the brand now that the tiny Dutch supercar maker has agreed to purchase this Swedish stalwart. Spyker says that they want to rebuild Saab's global reputation, repositioning the brand as "an independent performance-oriented niche car company with an industry-leading environmental strategy." Spyker also says that it is committed to allowing Saab to run its own business plan under its own management. That business plan has been analyzed by Spyker and its advisers, Booz & Co and KPMG Transaction Services. Even the Swedish Government and the European Investment Bank signed off on the blueprints.

Spyker plans to rename the company, swapping the current Spyker Cars N.V. for Saab Spyker Automobiles NV ("Saab Spyker"). The two branches will continue to run separately, with Spyker marching forward with their exotic lineup and Saab developing "three to four model lines." Key news includes:
  • 9-3 – All-new sedan, hatchback, sports estate, X and convertible models in 2012
  • 9-5 – Sedan, sports estate and X models due summer 2010
  • 9-4X – for both the U.S. and European markets due early 2011
  • 9-1 – a fourth, smaller car line that would require more funding if it gets greenlighted
Spyker is anticipating sales of 100,000 to 125,000 Saabs a year with production continuing in Trollhättan. The 9-4X, however, will be built in Mexico. While the sale should be final in February, Spyker expects to work with GM for a bit longer, gradually reducing their GM dependency as they transition to other suppliers down the road.

Saab and Spyker should both benefit from the deal by sharing engineering know-how, assets and technology. Spyker gets access to a network of 1,100 Saab dealerships around the world, and merchandising, promotion & event sponsorship can be combined. Even parts and components will be engineered to be common in both lines of cars. It strikes us as a pretty ambitious plan, though they seem like they're off to a good start having already secured the $1 billion they think they need to ensure Saab's future. You can read even more details in the presser after the jump.

[Source: Spyker Cars]

PRESS RELEASE:

SPYKER PROVIDES FURTHER DETAILS ON SAAB ACQUISITION


ZEEWOLDE, The Netherlands (1 February, 2010) – In advance of the General Meeting of Spyker shareholders, to be held on 12 February 2010, and which was convened on 28 January 2010, Spyker Cars N.V. ("Spyker") provides further strategic and financial details regarding its acquisition of Saab Automobile AB ("Saab").

ACQUISITION RATIONALE AND SAAB BUSINESS PLAN

Spyker believes that through the purchase of Saab it has a rare opportunity to acquire and rebuild a global car brand which will be repositioned towards an independent performance-oriented niche car company with an industry-leading environmental strategy. Saab's brand DNA is unique and rooted in its aeronautical heritage, innovative and independent thinking and its Swedish origins. Spyker fully supports Saab's Business Plan which will be implemented by Saab management. The Business Plan, drawn up by Saab management over the past ten months, was analysed by Spyker in assistance with Booz & Co and KPMG Transaction Services, advisors to Spyker. The Business Plan has also been analysed and supported by several advisors to the Swedish Government and the EIB.

At the General Meeting, Spyker Cars N.V. intends to adopt a resolution to change its name to Saab Spyker Automobiles NV ("Saab Spyker"). This entity will operate Spyker and Saab as two separate operating companies, each focused on its distinct target markets with their respective vehicle lines. As previously stated, Saab Spyker is committed to execute the Saab Business Plan. It is the intention to enhance it in several areas. The highlights of Saab's strategy will be:
  • Saab will be a stand-alone niche manufacturer with three to four model lines: 9-3 (sedan, hatchback, sports estate, X and convertible) and 9-5 (sedan, sports estate and X) and the 9-4X for both the US and European markets. In addition, Saab will investigate the potential of adding a fourth smaller car line ("9-1") in due course provided that the positive development of the smaller car segment continues. However, this model is currently not envisaged in the Business Plan so if the outcome of the investigation is positive, additional financing to develop this model could be required.
  • Saab's product portfolio will be renewed completely, beginning with the launch of the new 9-5 early this summer, the new 9-4X in early 2011 and the new 'all Saab' 9-3 in 2012.
  • Saab will continue to be repositioned against other brands such as Audi (A4/A6) and BMW (3/5 series) as a premium brand, leveraging its strong and unique brand heritage.
  • Saab's Technical Development Center in Trollhättan has full capability in developing complete vehicles and will continue to do so. In areas such as safety, environment, driving characteristics, practicality, turbo technologies and several other innovations, the Saab brand is among the best in the industry.
  • With Trollhättan as one of the most efficient mid-size car plants in Europe, production and sales volumes are aimed to be rebuilt to recent pre-crisis levels of about 100,000 to 125,000 vehicles including the 9-4X built in Mexico.
  • The current dealer network will be re-energized with a new sales and distribution approach in certain markets, which will be implemented during 2010.
  • The economies of scale of the on-going collaboration with GM after Closing the acquisition (February 2010) will continue to be leveraged in sourcing via ancillary agreements, with independent sourcing gradually increasing to reduce GM dependency and obtain improved access to other suppliers and the co-development of unique innovations.
Saab Spyker believes that its two brands, both deeply rooted in aeronautical and automotive history, will benefit from sharing certain assets and technology services. Examples include but are not limited to:
Saab's extensive global network of 1,100 dealers.
  • The extensive engineering know how and innovative technologies available at Saab.
  • Sharing of activities in marketing & sales: i.e. merchandising, promotion & sponsorship activities, etc.
  • In the future, the two brands will be able to share certain parts and components and expect to obtain access to supplier and partner resources not available to Spyker or Saab individually today.

FUNDING OF SAAB

The Saab Business Plan requires approximately $1 billion in peak funding for Saab in advance of the return to profitability, forecast to occur by 2012. The funding is provided in part by GM, through $326 million Redeemable Preference Shares ("RPSs"), and in part through other contributions, which concern various substantial contributions to the funding of Saab's Business Plan on favorable terms for supplies by GM to Saab and deferred payments from Saab to GM. The remaining amount, apart from cash at bank, is to be provided by a EUR 400 million loan from the European Investment Bank for certain R&D projects at Saab. Securing this EIB loan is a condition precedent to closing of the Saab acquisition ("Closing").

With this financing in place, the business plan does not envisage any future funding being required, neither from Spyker or elsewhere, for Saab to return to profitability. The business plan targets car production and sales at or below historical levels of 100,000 to 125,000.

Explanation on the two sources of funding:

Redeemable Preference shares
At Closing, GM will convert USD 326 million of pre-closing receivables on Saab into RPSs in Saab. The issue of the RPSs will therefore NOT cause any dilution for the shareholders in Spyker. The voting rights attaching to these RPSs constitute 0.0005% of the total voting rights in Saab. The other 99.99% of the voting rights (100% of the ordinary shares) will be held by Spyker. Since the RPSs are capital and not a loan, no interest is due at any time by Saab. The RPSs carry no dividend from Closing until December 31, 2011. A dividend entitlement of 6% starts from January 1, 2012 through June 30, 2014 and increases over time to 12% as from July 1, 2014 until the scheduled redemption date of December 31, 2016. The dividend over 2012 will be added to principal, but as from fiscal year 2013 the dividend is payable in cash. Should Saab have insufficient distributable reserves to pay the cash dividend it will be added to principal increased with a penalty factor of up to 4%, but such that the total dividend entitlement will never exceed 12%.

In the period 2010-2016, the average dividend payable is about 4%, which is considerably below the average interest on a comparable subordinated loan.

The RPSs qualify as equity and therefore, if Saab cannot pay dividends or redeem the RPSs, Saab will not be in default but the RPSs will simply continue to accrue. Also, the RPSs cannot be redeemed as long as the EIB loan is not yet fully repaid. The Saab Business Plan envisages redemption of the RPSs starting in 2016 out of retained profit, without additional funding (from Spyker or anyone else) being required.

EIB loan
The Share Purchase Agreement is subject to the execution of a EUR 400 million loan agreement between Saab and the European Investment Bank ("EIB"), for which a guarantee was obtained from the Swedish Government on January 26, 2010. This loan will be issued to Saab. All amounts payable by the EIB are specifically earmarked to the Euro for designated Saab projects and capital expenditures and represent 50% of these projects or capital expenditures. The projects mainly relate to increasing fuel efficiency and clean car technology. The remaining 50% is funded by Saab itself pursuant to its Business Plan. Spyker will not have any access to the EIB funds which are completely ring-fenced nor will it pay any part of the Purchase Price with proceeds from the EIB loan. The guarantee is subject to approval by the European Commission. Saab and the Swedish Government have provided all required information to the EC prior to the issue of the guarantee so the decision by the EC is expected very soon.

FUNDING OF SPYKER

Spyker's existing bank loans in the aggregate amount of EUR 57 million are refinanced by Tenaci Capital B.V. ("Tenaci"). The terms and conditions of this loan will mirror those of the existing loans it repays, including the right to convert EUR 9.5 million into ordinary shares at EUR 4.00 per share. The term of the loan is 12 months and the interest 10 percent above Euribor. After payment of the last instalment of the Purchase Price, Tenaci has the right to collateralize the loan on terms and conditions identical to those on which the existing loans were collateralized.

The Purchase Price of Saab amounts to USD 74 million (EUR 53.23 million at the current exchange rate of 1:1.39). The first instalment of USD 50 million, to be paid on Closing, will be paid as follows: USD 25 million is borrowed from Tenaci at the same interest rate as the other funding extended by Tenaci, without the right to convert into shares. This amount is currently already in escrow with General Motors.

The other USD 25 million is financed through a share issue, largely through a commitment from GEM Global Yield Fund Ltd under an equity facility concluded between Spyker and GEM. Spyker currently does not intend to draw in excess of USD 25 million under this facility.

The second instalment, USD 24 million, will be payable on July 15, 2010. Spyker has been approached by various investors to fund this instalment. Spyker intends to finance this amount primarily through senior debt (senior to the debt owed to Tenaci), but does not rule out other alternatives. Spyker has committed to pledge its assets to GM as security for this final tranche.

FUNDING OF TENACI

Tenaci's equity is wholly owned by Investeringsmaatschappij Helvetia B.V., the personal holding company of Mr. Victor Muller. Tenaci obtains its debt funding from sources that wish to remain anonymous and with which Tenaci has entered into non-disclosure agreements. The terms and conditions of Tenaci's own financing do not impact Spyker or Saab in any way. Tenaci has successfully bought Mr. V. Antonov's current shareholding in Spyker consisting of 4.6 million ordinary shares, subject to closing of the Saab acquisition. Currently Tenaci has no plans to make a public offer on all of the issued shares in Spyker.


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    • 1 Second Ago
  • 23 Comments
      • 5 Years Ago
      Finally. Saab is bringing back the hatch!
      • 5 Years Ago
      Great to see they're bringing back hatchbacks in the 9-3, I'm interested to see what a 9-1 concept would look like.
      • 5 Years Ago
      I'm guessing the 9-4X is still going to be some re-badged rendition of the SRX/Terrain/Equinox.
        • 5 Years Ago
        Yeah.

        It'll be about as "rebadged" as the RDX is to the CR-V, the EX35 is to the 370Z, and the Accord Crosstour is to the MDX.

        Do we have to explain the difference between platform sharing and rebadging?
      • 5 Years Ago
      They have secured $1B worth of financing, and while that sounds like it is a lot, it really isn't in the car-world. It costs that much to develop ONE new car.

      Obviously all the cars that they plan on making for the next couple of years are going to be ones already in development (thanks to GM), but I am curious what they plan for future cars, since there is no way I see them being able to develop their own models completely in-house. They really need to partner with someone else in the not to distant future.

      I would be curious to know what SAAB's sales volume was last year, because to me, 100-125,000 cars for 2011 sounds rather optimistic.

      In my opinion, their best bet would be to mimic Subaru - have some larger company buy-up a percentage of the company, and thus let them have access to platforms and powertrain technology.
        • 5 Years Ago
        ^ Those are all very good points, but Fiat was already a mass-market car maker. Spyker is almost starting from scratch here. And yeah, they have the know-how of the existing SAAB guys (and all their technology and factories), but I don't think they were allowed to do as much of their own engineering as the Volvo guys were doing while under Ford.

        Time will tell, but I give them no more than 5 years before they either get a partner or crash and burn. Or simply sell off their technology - in reality, GM's technology - to the Chinese.
      • 5 Years Ago
      I just don't see how Spyker is going to make this work for them, but best of luck and I hope they do. I'd assume a small company like Spyker will need to have Saab become profitable quite soon, because they probably can't support it taking losses. That's a lot to ask.
      • 5 Years Ago
      Interesting reading all the postings about SAAB. As a recent first-time Saab owner ( 2006 9.3 Convertable) I was concerned about where I would go for service and parts if Saab closed down. Hope Spyker makes a go of it > Plenty of good qualities about the engineering that went into it. hate to lose it and have to buy a cookie cutter car as my next purchase.
      • 5 Years Ago
      The next 9-3 started development under GM quite awhile ago and is GM-based like every other new Saab. The 9-5 is a GM Epsilon car (Malibu/LaCrosse/Regal/XTS/Insignia) and the 9-4X is a Equinox/Terrain/SRX.

      GM is being compensated for all of this in stock from Spyker-Saab. The 9-1 is a pipedream unless components (and money) rain down from the sky on Muller's garage. The loan required for this sale to go through hasn't been approved yet and some of the financing on Muller's part is questionable.

      The business plan and new product for Saab hasn't substantially changed from the past. Saab will still be selling the same warmed-over GM cars it has been for years. I don't see anything on the horizon that will really turn Saab around.

        • 5 Years Ago
        Except that the GM engineering it has this time is actually good, as opposed to the so-so platforms they were getting form the General.
        • 5 Years Ago
        A SAAB is hardly a warmed over GM vehicle. Just because it shares platforms with chevy and buick and Cadillac doesn't mean it is warmed over. A SAAB drives like a SAAB and never like a chevy. A SAAB lookls like a SAAB and never like a Buick. They share some parts from GM yes but they are designed and engineered in Trollhattan by SAAB. Except for the chassis it sits on. The Suzuki Kizashi uses the same Epsilon Chassis that underpins malibus and G6's and 9-3's. Does that make it warmed over?
      • 5 Years Ago
      All the best.
      • 5 Years Ago
      I totally agree on the return on the hatch. I miss my Viggen and hope to get another one day soon!

      Since Spyker already granted me one wish (saving Saab), I'll just throw one more out there for good measure: Bring back the Sonnet and make it look like the Aero X! (less the funky hatch though) Nobody said wishes have to be realistic...
      • 5 Years Ago
      I am surprised that are not planning (or at least announcing that they are planning) a crossover/SUV. It would be strange for Spyker to release the D8 Peking-to-Paris "SSUV" but not have an SUV for its (comparatively) mass-market corporate partner.
        • 5 Years Ago
        the 9-4x is a crossover suv, comes out sometime in the next year
      • 5 Years Ago
      Too many better choices, why would I bother? Not for this consumer, luckily there are billions of peeps on the planet with bad judgement...
        • 5 Years Ago
        Well, you said it: you're a consumer, not a driver or enthusiast. You prefer cars as transportation appliances, where style and character are pointless. May I point you to the Toyota dealership? Oh, just make sure you have extra collision insurance.

        Saab has always been a great and innovative engineering driven company that has contributed to the development of the auto industry with out of the box thinking. Us drivers and enthusiasts want brands like this to save us from the me-too monolithic juggernaut brands.
        • 5 Years Ago
        You should bother: bringing new ideas to the table, even from a small manufacturer, always affects the industry as a whole. And Saab as done it quite a few times.

        Saab was the first car manufacturer to introduce seat belts as standard. You can thank Saab for your Dual Brake Circuits, and your lights switching off with the ignition. And you side-impact protection on your doors. What about your Split-field Side Mirror?

        I bet you have most of these on your car. And it's just a fraction of what Saab brought to the auto-world.

        But, as you say, there are billions of peeps on the planet with bad judgement...
        • 5 Years Ago
        "then you go buy an Acura"

        Really? You're throwing the Acura brand up as a non-damaged luxury brand?

        Seriously? Acura's sales have been terrible. Their product line is a total mess. Their styling is almost universally panned. Acura is the last brand I'd use as a better alternative to Saab.

        Saab engineering is fantastic. It's given us fantastic advancements in vehicle design and packaging. It's the business side that's been lacking. And that affects engineering, sure. But their engineering itself is top-notch.

        And your comment about "buy once, love to drive, hate to own" is ridiculous, too. Saab owners are HUGELY loyal to the brand. They've picketed GM HQ and plants around the world in hopes that GM would save the brand by selling it.

        Starting over with a new brand is MUCH more expensive than fixing the image of a current brand. All they have to do is get back to basics and be themselves again.
        • 5 Years Ago
        So, what your implying is that they might completely abandon Saab engineering? Then it might be a good vehicle. Then one wonders why buy a car company with a bad reputation to just rebuild it right? Why not start a new brand. seriously guys, Saab is not a car you buy over and over, you buy it once love to drive it and hate to own it. Then you go buy an Acura...

        • 5 Years Ago
        Saab fan-boys hahahahaha what a mess of a brand... Innovation without quality is still rubbish at the end of the day.

        SAAB is daft!
        • 5 Years Ago
        Glad you can say all that before seeing any of the product in the pipeline, much less driving it.

        Do you and Miss Cleo work together?
      • 5 Years Ago
      And, Saab will develop an all-electric (ie, no small gas engine) platform for next year.
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