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In a significant corporate move, German conglomerate Thyssenkrupp is set to spin off its marine subsidiary, TKMS, and list it on the stock market. The decision, approved by an overwhelming 99.96% vote at Thyssenkrupp's extraordinary general meeting, has been met with a generally positive reception by shareholders.
However, not everyone is pleased with the proposed governance structures. Hendrik Schmidt of DWS, for instance, has criticized the intended governance setup, while the Shareholder Protection Association (SdK) has voted against the demerger due to concerns about the future consideration of minority interests and the composition of the supervisory board.
Despite these criticisms, the spin-off leadership maintains that the governance model strikes a balance between independence and the support of a strong anchor shareholder, Thyssenkrupp AG. The company will retain a 51% majority stake in TKMS AG & Co. KGaA, ensuring "strategic steering and stability," while 49% of shares will be distributed to Thyssenkrupp shareholders proportionally.
This ownership structure aims to provide TKMS with entrepreneurial independence, allowing it greater agility, faster innovation, and targeted investment, while still benefiting from the strategic guidance of Thyssenkrupp AG. Volkmar Dinstuhl, chairman of the supervisory board of TKMS and member of the board of Thyssenkrupp, explained that the decision was based solely on the interests of the parent company.
The supervisory board of the listed TKMS will consist of ten members, six of whom will be TK representatives. The board will have only one independent member, a point that has been raised as a concern by Schmidt and the SdK. The federal government can secure the right to propose a supervisory board position through a security agreement.
The prospectus for the spin-off is expected to be published at the beginning of October, providing more details about the governance structures and the potential risks involved. Critics have raised concerns about the alignment of interests between the majority and minority shareholders, the transparency of the supervisory board, and the potential for excessive influence by Thyssenkrupp.
Despite these concerns, shareholders appear to support the spin-off governance model, which maintains a controlling stake for Thyssenkrupp while establishing TKMS as an independent and agile maritime defense company. The spin-off is planned to be entered into the commercial register mid-October, marking a significant step in Thyssenkrupp's strategy to make all its businesses capital market-compliant and self-financing, except for the steel division.
[1] Thyssenkrupp AG Investor Relations: [Link] [2] Handelsblatt: [Link] [3] Reuters: [Link] [4] Financial Times: [Link]
- The spin-off of TKMS, a marine subsidiary of Thyssenkrupp, is planned to provide it with greater agility and targeted investment in the business, finance, and industry sectors, while Thyssenkrupp AG retains a controlling stake for strategic steering and stability.
- Although the Shareholder Protection Association (SdK) voted against the demerger due to concerns about governance structures, the prospectus for the spin-off, expected to be published in October, will reveal more details about the potential risks involved and the alignment of interests between majority and minority shareholders in the marine defense industry.
