The multipart deal begins with Youngman investing ten million euros into Spyker. Seven million of that will be used to purchase no more than 29.9 percent of Spyker shares, the other three million will be an open-ended loan with options for repayment mechanisms. Youngman has already handed over 2.3 million euros of the amount, the rest is expected by the end of January 2013.
Next up is a joint venture called Spyker P2P, of which Spyker will control 25 percent and Youngman the rest. The Chinese company is throwing another 25 million euros into the JV, Spyker is providing not cash but "the technology it developed for the Spyker D8 Peking-to-Paris," the $250,000 SSUV. Spyker P2P wants to launch the perpetually stillborn D8 by the end of 2014 and will then consider other models on its platform, and the continued development of the C8 Aileron is also a factor in future plans.
After that comes the Spyker Phoenix joint venture, in which Spyker has a 20-percent stake and Youngman the rest. Youngman owns the license to the Phoenix platform that was meant to support new Saabs and this JV will build "a full range of premium car models" on it, at higher price points than the planned Saabs, and possibly built in Europe and China.
The final joint venture is Spyker Trademark Company, Youngman again a majority owner with a 75 percent share and Spyker the remainder. This JV gives all of the other JVs the rights to use the Spyker trademark.
Assuming the due diligence passes muster and the legal authorities consent, Youngman will possess the authority to nominate a third of both Spyker's management and supervisory boards, and Spyker and Youngman will be putting all their technology and resources into each others' hands. There's a press release below with all the finance-heavy details.
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."