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Porsche SE

From Wikipedia, the free encyclopedia
German holding company
This article is about the automotive holding company that is the controlling shareholder ofVolkswagen Group. For the automobile brand and manufacturer, seePorsche. For other uses of Porsche, seePorsche (disambiguation).

Porsche Automobil Holding SE
Porsche headquarters inStuttgart, Germany
Porsche SE
Formerly
Company typePublic (Societas Europaea)
FWBPAH3
DAX component
ISINDE000PAH0038
IndustryHolding company
Founded1931; 95 years ago (1931)
FounderFerdinand Porsche
HeadquartersStuttgart, Germany
Area served
Worldwide
Key people
ServicesAutomotivefinancial services, engineering services, investment management
Revenue116,000,000 euro (2021) Edit this on Wikidata
5,412,000,000 euro (2023) Edit this on Wikidata
Increase €824 million (2021)[3]
Total assetsIncrease €42.533 billion (2021)[3]
Total equityIncrease €42.196 billion (2021)[3]
OwnerPorsche–Piëch family (50% of equity, 100% of voting power)[a]
Number of employees
53 (2024)[4]
Subsidiaries
Websitewww.porsche-se.com

Porsche SE[b] orPorsche Automobil Holding SE is a Germanmultinational corporation primarily known as aholding company ofVolkswagen Group with investments in theautomotive industry. Porsche SE is headquartered inZuffenhausen, a city district ofStuttgart,Baden-Württemberg and is majority owned by the Austrian-GermanPorsche–Piëch family.[a][6] The company was founded in Stuttgart asDr. Ing. h.c. F. Porsche GmbH in 1931 byFerdinand Porsche (1875–1951)[7] and his son-in-lawAnton Piëch (1894–1952).

Corporate structure

[edit]

Porsche SE was created in June 2007 by renaming the old Dr. Ing. h.c. F. Porsche AG, and became a holding company for the families' stake in Porsche Zwischenholding GmbH (50.1%) (which in turn held 100% of the old Porsche AG) and currently is the major shareholder in Volkswagen AG (31.3%) and holds the majority voting rights (53.1%).[8][9] At the same time, the newDr. Ing. h.c. F. Porsche AG (which stands forDoktor-Ingenieurhonoris causa Ferdinand PorscheAktiengesellschaft), usually shortened to Porsche AG, was created for the car manufacturing business.[10][11]

In August 2009, Porsche SE andVolkswagen AG reached an agreement that the car manufacturing operations of the two companies would merge in 2011, to form an "Integrated Automotive Group".[12][13] The management of Volkswagen AG agreed to 50.7% of Volkswagen AG being controlled by Porsche SE in return for Volkswagen AG management taking Porsche SE management positions (in order for Volkswagen management to remain in control), and for Volkswagen AG acquiring ownership of Porsche AG.[14][15]

As of 2024, the 31.9% stake in Volkswagen AG and 12.5% stake in Porsche AG are the predominant investments by Porsche SE, and Volkswagen AG in turn controls brands and companies such asVolkswagen,Audi,SEAT,Škoda,Bentley,Bugatti,Lamborghini, Porsche,Ducati,Volkswagen Commercial Vehicles,Scania,MAN, as well as Volkswagen Financial Services.[16][17]

Josef Michael Ahorner, Stefan Piëch and Peter Daniell Porsche, are members ofboard of directors of Porsche Automobil Holding along withWolfgang Porsche, Hans Michel Piëch, Ferdinand Oliver Porsche and Hans-Peter Porsche.[18]

Subsidiaries

[edit]

In addition to its subsidiaries Volkswagen Group and Porsche AG, Porsche SE maintains a diversified portfolio of further corporate investments, including a 35.5% stake inPTV Group, an 11.3% stake in the American traffic information providerINRIX,[19] and a 3% stake inIsar Aerospace.

History

[edit]
For the history as Porsche as an automobile manufacturer and brand, seePorsche.

EU and the Volkswagen Law

[edit]

Volkswagen and its principal factory (with the newly built town that hosted it, calledWolfsburg today) were designed by Ferdinand Porsche and his design office, and the factory with supporting town facilities were established by the German government then led by the National Socialist (Nazi) Party in 1937–1938. When the government-owned Volkswagenwerk GmbH was privatized in 1960 into Volkswagen AG (VW AG), theGerman parliament enacted the law known asVolkswagen Law to govern the privatization process. In order to maintain government control in the privately owned company, the law stipulated that the votes on major shareholder meeting resolutions would require 4/5th (80%) agreement. This effectively gave any shareholder with more than 20% ownership (the government ofLower Saxony held 20.1%) a veto of any resolution that is proposed. This not only secured government control, but also prevented the possibility of a hostile takeover in the future.

When theEuropean Union was founded in 1993, aEuropean Union law was signed with the principle of promoting free movement of goods, people and capital within the Union. It became somewhat clear that the anti-takeover measure (the 80% agreement requirement) in Volkswagen Law would violate theEuropean company law (as a part of the EU law), and it was feared that suitors would eventually be able to take over Volkswagen AG, as amendments to the German law and the bylaws of VW AG were seen to be likely.

In late 2005, Porsche took an 18.65% stake in the Volkswagen Group, further cementing their relationship, and preventing a takeover of Volkswagen Group, which was rumoured at the time. Hypothetical suitors includedDaimlerChrysler AG,BMW, andRenault. As of June 2006, the Porsche AG stake in VW AG had risen to 25.1%, giving Porsche the veto rights along with the government.

On 26 March 2007, amidst the rumours thathedge funds were trying to takeover VW AG with the intent to dismantle and dispense the components of Volkswagen Group, Porsche took its holding of Volkswagen AG shares to 30.9%, triggering a takeover bid underGerman law which required other shareholders to be given the opportunity to sell the shares at least at the price paid by the new major shareholder. Porsche then formally announced in a press statement that it did not intend to take over Volkswagen Group (it would set its bid price at the lowest possible legal value) but intended to move to avoid a competitor taking a large stake.[20] Porsche's move came after theEuropean Union announced that it intends to take steps against the Volkswagen Law.[21]

In October 2007, theEuropean Court of Justice ruled against the law, potentially paving the way for a takeover.[22]

On 16 September 2008, Porsche increased its holdings to 35.14%,[23] in effect almost taking control of the company, with more than 35% of the voting rights. It again triggered a takeover bid, but this time over Audi AG. Porsche dismissed the bid as a mere formality, since it was Porsche's intention to keep the corporate structure of the Volkswagen Group.[24]

In October 2008, Porsche SE announced its intent to raise its stake in Volkswagen AG to 75% during 2009, and on 7 January 2009, Porsche SE's holding in VW AG was raised to 50.76%.[25] At 75% ownership level, Porsche SE would have been able to bring VW AG's cash position onto Porsche SE books.[26] Porsche's move automatically triggered a bid forScania AB, because VW AG already had a controlling position in the Swedish truck-maker.[27] As Porsche had no strategic interest in Scania, they offered the minimum price in that mandatory takeover bid on 19 January 2009.[28] There has been some tension and anxiety among the VW AG management and the workers, who feared that Porsche might replace the management after the takeover, and it may signify a hardened production efficiency control, rejection of demands for pay rises or even personnel cuts.[29]Ferdinand Piëch (Chairman of VW AG) and his cousin,Wolfgang Porsche (Chairman of Porsche SE), also seemed to be on a collision course.[30]

However, on 13 August 2009, Scania was bought in totality, Volkswagen AG's supervisory board signed the agreement to create an "integrated automotive group" with Porsche AG, led by Volkswagen AG. Volkswagen would initially take a 49.9 percent stake in Porsche AG by the end of 2009, and it would also see the Porsche–Piëch family shareholders selling the VW distributor ownership ofPorsche Holding Salzburg to Volkswagen AG,[31] which is the largest car distributor in Europe.[32]

On 5 July 2012, Volkswagen AG announced a deal with Porsche SE, resulting in VW's full ownership of Porsche AG on 1 August 2012. The deal was classified as a restructuring rather than a takeover due to the transfer of a single share as part of the deal. Volkswagen AG paid Porsche AG shareholders $5.61 billion for the remaining 50.1% it did not own.[33][34] The families later used the amounts they received for Porsche AG and the dealership shares to buy back the Porsche SE shares from Qatar Investment Authority as described in the following section.

In October 2013, the EU Court of Justice ruled that a redraft of the Volkswagen law "complied in full" with EU rules, bringing "the matter to a close," as the 80% agreement requirement was taken off.[35] This officially made Porsche SE the controlling owner of Volkswagen AG.

Corporate restructuring

[edit]

Porsche reformed the company's structure, with Dr Ing. h. c. F. Porsche AG becoming aholding company, renamed "Porsche Automobil HoldingSE",[36] and a new Dr Ing. h. c. F. Porsche AG operating company being formed in 2007.[37] Thus the operating activities are separated from holding activities of the company.[38] There was anExtraordinary General Meeting for Porsche AG shareholders which took place on 26 June 2007, at the Porsche Arena inStuttgart, Germany to discuss the change to the company structure.

By March 2009, Porsche SE was aiming for its first ever credit ratings from U.S. rating agenciesStandard & Poor's andMoody's.[39]

In its process to acquire a majority holding in Volkswagen AG, Porsche SE built up a large debt burden, aggravated by taxes due on very large paper profits on Volkswagen AG options. By July 2009, Porsche SE was faced with debts exceeding 10 billion euros. The supervisory board of Porsche SE finally agreed to a number of arrangements whereby theQatar Investment Authority would inject a large amount of capital into Porsche SE, and Porsche automobile manufacturing business would bemerged with Volkswagen Group. On 23 July 2009,Michael Macht was appointed CEO of Porsche AG, to replaceWendelin Wiedeking, who was expected to receive a compensation package of 50 million euros.[40][41][42][43]

In July 2010, Porsche AG appointed Volkswagen executiveMatthias Müller to its new CEO position, moving Michael Macht to another executive position within Volkswagen AG.

In July 2012, it was announced that Volkswagen AG was taking over the Porsche AG automotive company completely, which bears the same name, but is only a subsidiary of Porsche SE.[33][44] In June 2013, Qatar Holdings, through theQatar Investment Authority, sold its 10% holding in Porsche SE back to the founding Porsche–Piëch family, giving them 100% voting rights in the holding company.[45] Porsche SE currently owns 50.73% of the voting rights in Volkswagen AG as the largest (controlling) shareholder.[46]

Spin-off of Porsche AG

[edit]

On 29 September 2022,preferred shares of the operating company Dr Ing. h. c. F.Porsche AG began trading on theFrankfurt Stock Exchange (FWBP911). The shares ended trading on their opening day at €84, valuing the company at €76 billion.[47] Porsche AG has 455.5 million ordinary and preferred shares each. In the listing process,Volkswagen Group sold 25% + 1 of the ordinary shares of Porsche AG to the holding company Porsche SE, representing 12.5% direct ownership (exclusive of Porsche SE's indirect interest through its holdings in Volkswagen Group). TheQatar Investment Authority, which is the third-largest shareholder in Volkswagen Group, purchased slightly less than 5% of the listed preferred shares, giving the Qatarisovereign wealth fund direct ownership of slightly less than 2.5% of Porsche AG.[48] As a result, for the first time in a decade, Porsche SE and the Porsche–Piëch family held direct ownership over their namesake brand.

In March 2025, Porsche SE being the largest shareholder ofVolkswagen, is not considering selling its voting shares, contradicting a report by German tabloid,Bild. The report suggested that Porsche and Piëch families were exploring ideas of selling some Volkswagen shares to raise capital for other investments, potentially reducing their stake from 53.3% to 45%-50%. This could generate between €1.07 billion and €2.69 billion. But statements from Porsche indicates no such plans were made and emphasized their long-term commitment to Volkswagen.[49]

References

[edit]
  1. ^abThere are two classes of Porsche Automobil Holding SE shares. Half is ordinary shares with voting power, and the other half is preferred shares without voting power. The Porsche–Piëch family owns 100% of the ordinary shares as of the end of 2013. The preferred shares, which are not owned by the family, are traded publicly.
  2. ^German pronunciation:[ˈpɔʁʃə][5]
  1. ^"Porsche SE supervisory board".
  2. ^"Porsche SE board of management".
  3. ^abc"Porsche SE Annual Report 2021"(PDF).Porsche SE. March 2022. Retrieved30 June 2022.
  4. ^"Porsche SE Annual Report 2024"(PDF).Porsche SE. March 2025. Retrieved1 May 2025.
  5. ^"How do you say 'Porsche'?".About.com. Retrieved26 June 2009.
  6. ^"Porsche: Volkswagen wird rotweißrot". 29 September 2005. Archived fromthe original on 24 September 2019. Retrieved2 October 2019.
  7. ^"Ferdinand Porsche".porsche.com. Dr. Ing. h.c. F. Porsche AG. Archived fromthe original on 2 July 2009. Retrieved13 January 2010.
  8. ^"Volkswagen AG Shareholder Structure". volkswagenag.com. Archived fromthe original on 31 March 2021. Retrieved12 May 2020.
  9. ^"Porsche SE Investor Relations". Porsche-se.com. Archived fromthe original on 1 September 2016. Retrieved26 August 2019.
  10. ^"Dr. Ing. h.c. F. Porsche AG: Sports car manufacturer successfully concludes year of IPO | Corporate - EQS News".www.eqs-news.com. Retrieved5 May 2023.
  11. ^"Dr. Ing. h.c. F. Porsche AG (A): True to Brand? - Case - Faculty & Research - Harvard Business School".www.hbs.edu. Retrieved5 May 2023.
  12. ^"Porsche Supervisory Board agrees on the contracts of implementation" (Press release). Porsche SE. 20 November 2009. Retrieved12 May 2020.
  13. ^"Volkswagen Supervisory Board approves Comprehensive Agreement for an Integrated Automotive Group with Porsche" (Press release).Volkswagen Aktiengesellschaft. 13 August 2009. Archived fromthe original on 20 July 2011. Retrieved22 November 2009.
  14. ^"Porsche and Volkswagen see encouraging operating business".www.porsche-se.com. Retrieved5 May 2023.
  15. ^"VW Completes Porsche Acquisition".www.gardnerweb.com. 2 August 2012. Retrieved5 May 2023.
  16. ^"Annual Report Fiscal Year 2019"(PDF). Porsche SE. 23 March 2020.
  17. ^"Shareholder Structure".Volkswagen Group. Retrieved7 January 2024.
  18. ^"Porsche hands the wheel to fourth generation members of family clan".Reuters. 9 March 2018. Retrieved25 March 2022.
  19. ^"Porsche SE acquires stake in US technology company INRIX". Porsche SE. 12 September 2014. Archived fromthe original on 31 March 2016.
  20. ^"Porsche triggers VW takeover bid".BBC News. 26 March 2007. Retrieved29 July 2008.
  21. ^Hughes, Emily (22 January 2009)."Fast bucks: how Porsche made billions". BBC News. Retrieved22 January 2009.
  22. ^"VW Law is a write-off".Management Today. 23 October 2007. Retrieved17 July 2020.
  23. ^"Porsche erhöht seine VW-Beteiligung auf 35,14 Prozent" (Press release) (in German). Porsche AG. 16 September 2008. Retrieved17 July 2020.
  24. ^Neff, John (16 September 2008)."Porsche raises stake in VW again, makes offer for Audi". Autoblog.com. Retrieved17 July 2020.
  25. ^"Porsche holds over half of Volkswagen".4Car / Channel4.com. Channel Four Television Corporation. 7 January 2009. Archived fromthe original on 1 February 2009. Retrieved15 December 2009.
  26. ^Cremer, Andreas (26 March 2009)."VW Gains as Porsche Refinancing Boosts Expectations".Bloomberg News. Retrieved27 March 2009.
  27. ^Miles Johnson (7 January 2009)."Porsche's VW move boosts carmakers".Financial Times. Retrieved29 January 2009.
  28. ^"Porsche offers minimum price in required Scania bid".Bloomberg. 19 January 2009. Retrieved29 January 2009.
  29. ^Nelson D. Schwartz (16 September 2008)."Porsche maneuvers to take control of Volkswagen".International Herald Tribune. Retrieved17 September 2008.
  30. ^Rauwald, Christoph (27 October 2008)."Porsche Gains Nearly 75% of VW, Tightening Grip".The Wall Street Journal.Dow Jones & Company. Retrieved26 November 2008.
  31. ^"VW kauft Porsche Holding in Salzburg". advfn.com. 10 November 2010. Retrieved31 July 2014.
  32. ^"Profile".Porsche Holding official website. Archived fromthe original on 15 April 2011. Retrieved31 July 2014.
  33. ^ab"Volkswagen finally, really, taking over Porsche".AOL Autos (now "AutoBlog"). 5 July 2012.Archived from the original on 27 July 2022. Retrieved5 July 2012.
  34. ^"Porsche SE".Porsche SE official website. Archived fromthe original on 21 December 2010. Retrieved31 August 2014.
  35. ^"Germany Wins EU Court Battle Over VW Law".Bloomberg. 22 October 2013. Retrieved5 February 2014.
  36. ^"Announcement on Change of Name, Change of Corporate Form and Change to Stock Exchange Quotation"(PDF).porsche-se.com. Porsche Automobil Holding SE. 15 November 2007. Archived fromthe original(PDF) on 15 July 2011. Retrieved13 January 2010.
  37. ^"Supervisory Board of new Dr. Ing. h.c. F. Porsche AG constituted".porsche.com. Dr. Ing. h.c. F. Porsche AG. 19 November 2007. Retrieved13 January 2010.
  38. ^"Porsche Automobile Holding SE".Porsche official website. Archived fromthe original on 25 August 2010.
  39. ^Arends, Hilde (26 March 2009)."Porsche Seeking Credit Ratings From S&P, Moody's – Source".The Wall Street Journal.Dow Jones Newswires. Archived fromthe original on 1 May 2009. Retrieved28 March 2009.
  40. ^Schäfer, Daniel (23 July 2009)."€50m payoff for ousted Porsche chief".Financial Times. The Financial Times Ltd. Archived fromthe original on 16 August 2009. Retrieved25 July 2009.
  41. ^Schäfer, Daniel (24 July 2009)."Porsche chief ousted in merger with VW".Financial Times. The Financial Times Ltd. Retrieved25 July 2009.
  42. ^Schäfer, Daniel (24 July 2009)."Just another week at the office for Piëch".Financial Times. The Financial Times Ltd. Retrieved25 July 2009.
  43. ^Schäfer, Daniel (24 July 2009)."Wiedeking Is to Blame for the Porsche Disaster".Der Spiegel. Retrieved25 July 2009.
  44. ^"Porsche corporate structure". Archived fromthe original on 1 September 2016. Retrieved13 February 2013.
  45. ^"Porsche SE press release 14 August 2009". Porsche-se.com. Archived fromthe original on 26 June 2011. Retrieved1 August 2011.
  46. ^"Volkswagen Aktiengesellschaft Interim Report January - September 2011"(PDF).volkswagenag.com. Volkswagen AG. 27 October 2011. p. 39. Archived fromthe original(PDF) on 7 May 2012. Retrieved5 November 2011.
  47. ^"Porsche goes it alone on the stock exchange – DW – 09/28/2022".dw.com. Retrieved7 January 2024.
  48. ^"The structure of the planned Porsche IPO".Reuters. 17 September 2022.Archived from the original on 7 January 2024. Retrieved7 January 2024.
  49. ^"Porsche SE says it is not considering sale of Volkswagen shares". 16 March 2025.

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