FRANKFURT German carmaker Daimler raised over $2 billion from a lightning sale of shares in Airbus parent EADS on Thursday, making it the first beneficiary of a shake-up of the European aerospace group that drove up shares in EADS.
Daimler's (DAIGn.DE) sale of a 7.5 percent stake is the first step in a series of choreographed transactions designed to reduce the scope for government interference in EADS EAD.PA under a deal negotiated by politicians, banks and industrialists.
The deal led by France, Germany and Spain calls for nations and their proxies to reduce a block of shareholdings in EADS to 30 percent from 50 percent, while removing state vetoes over industrial matters such as one enjoyed by France.
Daimler said it had netted 1.66 billion euros ($2.2 billion) from selling the 7.5 percent stake.
EADS shares closed 8 percent higher at 29.40 euros, recovering their value to the level seen before the announcement in September of negotiations to merge with BAE Systems (BAES.L).
Although the $45 billion merger attempt failed, due in particular to opposition from Germany, many of the structures designed for the tie-up have been adopted, handing full day-to-day control to Chief Executive Tom Enders.
"The primary purpose of the changes to the EADS shareholder pact is a move towards normalizing the governance structure," said RBC Capital Markets analyst Rob Stallard.
EADS shares were buoyed by its plans to buy back up to 15 percent of the stock to mop up excess shares and facilitate the exit of Daimler's fellow core industrial shareholder, French media company Lagardere (LAGA.PA).
The shake-up will see France and Germany holding stakes of 12 percent each and Spain at 4 percent. Senior partners France and Germany will have two representatives each on the board, but neither can be a civil servant.
Neither government will be able to nominate its representatives. Each can only object to a list nominated by management from which the names will be drawn, but cannot propose any new names. A new EADS chairman must be found.
France had previously held a veto over appointments and other matters, and sources close to the talks said Germany had hoped to duplicate these -- but the powers were scrapped.
However, many analysts say France and Germany will continue to exert indirect influence as major defense customers.
EADS has been eager to reduce state interference, fearing in part that it might deter orders from other countries.
The changes are subject to approval at a full extraordinary shareholder meeting in the first quarter, most likely early March.
Ratings agency Moody's cut its EADS rating to A2 from A1 after the changes were announced.
Daimler sold 61.1 million shares in EADS for 27.23 euros each, level with Wednesday's closing price and the top end of the expected range.
The share placement was four-times oversubscribed, sources familiar with the matter said, adding that 70 percent of the shares went to institutions based in the UK or the United States.
Daimler will maintain a 7.5 percent stake in EADS for the time being, matching a stake held by Lagardere, but both will be free to exit after a lock-up period of around six months.
Because Lagardere is expected to sell most of its stake into the EADS share buyback, rather than directly onto the market, investors aiming to increase the weight of EADS in their portfolios flocked to participate in Daimler's share placing.
Daimler aims to focus on its core business at a time when it has become a distant third in the global luxury car market. Its shares closed 1.2 percent up at 38.65 euros.
"We will invest the proceeds of the sale into the global growth of our divisions, our products and the extension of our technological leadership," Bodo Uebber, Daimler's finance chief and a former EADS chairman, said, confirming the company would not return the cash to shareholders.
Also on Thursday, fresh details came to light of some of the legal hoops that the signatories to the accord had to jump through to avoid triggering a mandatory takeover bid for Dutch-registered EADS if the government blocks exceed 30 percent.
France owns 15 percent of EADS and has agreed to sacrifice voting rights for 3 percent in order to achieve parity with Germany's core 12 percent voting stake. Together with Spain's 4 percent, these government votes make up 28 percent of EADS.
France's surplus shares will be placed in a Dutch foundation whose votes will not be under French control. Technically, legal experts said, foundations can vote but must do so independently. In practice, such entities tend not to vote in order to prevent any sign of collusion with the true economic owner of the shares, which in this case would spark a dramatic unwanted bid.
($1 = 0.7652 euros)
(Additional reporting by Markus Wacket, Tim Hepher, Jean-Baptiste Vey, Cyril Altmeyer; Editing by Mark Potter, Helen Massy-Beresford and Leslie Adler)