>>> Don’t Turn Safran Into Volkswagen, TCI Partner Ben Walker Says (bbg)

Don’t Turn Safran Into Volkswagen, TCI Partner Ben Walker Says
A merged Safran/Zodiac Aerospace will have corporate governance similar to Volkswagen, a co. “generally thought to have the worst corporate governance in Europe,” TCI partner Ben Walker says in emailed comments.
  • Message to other Safran shareholders is “do not turn Safran into Volkswagen": Walker
  • Reiterates that TCI, and other shareholders would just like a vote on the merger before the cash tender offer
    • Adds that this is the only way to have a ‘‘free, open and fair vote on the merger’’
      • TCI had said in letter dated Feb. 27 that Safran governance will get worse after the deal, as Zodiac founding families, French state, Peugeot family and FSP fund will sign an agreement giving them effective control
  • The deal structure, with the merger vote taking place after the tender offer, is ‘‘specifically and intentionally designed to disenfranchise Safran shareholders’’: Walker
  • TCI is acting independently and does not seek to work in concert with any other shareholders, Walker says
    • Don’t see a reason why any of the large Safran shareholders, would like the price paid, deal structure/sequencing or the negative impact it would have on corporate governance: Walker
  • Reiterates Zodiac price being paid is too high, especially when considering the undervaluation of Safran stock, the real price being offered to the Zodiac family is EU49
  • TCI Fund holds 4% of Safran shares, and has a small holding in Zodiac
  • Note that VW holds capital markets day today, short interest has been rising ahead of meeting
    • May 6: TCI called for Volkswagen to cut management pay