DGAP-Adhoc: VOLKSWAGEN AG: Volkswagen and Porsche create integrated automotive group


VOLKSWAGEN AG  / Key word(s): Strategic Company Decision

04.07.2012 21:30

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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Volkswagen and Porsche create integrated automotive group 
Consolidation of Porsche AG expected to take effect as from 
August 1, 2012 - Clearly positive impact on consolidated profit 

Volkswagen Aktiengesellschaft and Porsche Automobil Holding SE 
(Porsche SE) are to create the integrated automotive group through the 
contribution in full of Porsche's automotive business to the 
Volkswagen Group, with the move expected to already take effect as of 
August 1, 2012. The relevant governing bodies of the two companies 
approved the plan for this today, following the issue of all the 
requisite advance rulings from the tax authorities. 

Porsche SE will contribute its automotive business in full to 
Volkswagen AG, which already holds 49.9 percent of Porsche AG 
indirectly. Once the transaction has closed, Volkswagen will hold 
100 percent of the shares of Porsche AG via an intermediate holding 
company. In return, Porsche SE will receive consideration totaling 
around EUR4.46 billion plus one ordinary share of Volkswagen AG. The 
cash consideration is based on the equity value of EUR3.88 billion for 
the remaining shares of Porsche AG set out in the Comprehensive 
Agreement, plus a number of adjustment items. Among other things, 
Porsche SE will be remunerated for dividend payments from its indirect 
stake in Porsche AG that it would have received as well as for half of 
the present value of the net synergies realizable as a result of the 
accelerated integration, which amount to a total of approx. 
EUR320 million.

The consolidation of Porsche's highly profitable automotive business, 
which is expected to take effect as from August 1, 2012, will have a 
positive impact on Volkswagen's consolidated profit. With regard to 
operating profit for the current fiscal year, the initial high 
depreciation and amortization charges resulting from the so-called 
purchase price allocation are expected to largely offset the earnings 
contribution. As a consequence of the consolidation of Porsche's 
automotive business, Volkswagen must remeasure its existing shares in 
Porsche Zwischenholding GmbH at their fair value. For the current 
fiscal year, based on the measurement parameters as of March 31, 2012, 
this will result in a clearly positive noncash effect of more than 
EUR9 billion in the Volkswagen Group's financial result. Net liquidity 
in the Automotive Division is expected to decline by a total of 
approx. EUR7 billion: Apart from the cash consideration of around 
EUR4.46 billion, the initial consolidation of Porsche AG's negative net 
liquidity - expected to be around minus EUR2.5 billion - will impact 
liquidity at the Volkswagen Group. 


Wolfsburg, July 4, 2012


Volkswagen AG - The Board of Management


04.07.2012 DGAP's Distribution Services include Regulatory Announcements,
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Language:     English
Company:      VOLKSWAGEN AG
              Brieffach 1849
              38436 Wolfsburg
              Germany
Phone:        +49 (0)5361 9 - 49840
Fax:          +49 (0)5361 9 - 30411
E-mail:       christine.ritz@volkswagen.de
Internet:     www.volkswagenag.com/ir
ISIN:         DE0007664039, DE0007664005
WKN:          766403, 766400
Indices:      DAX, Euro Stoxx 50
Listed:       Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
              Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse
              EUREX; London, Luxembourg, SIX
 
End of Announcement                             DGAP News-Service
 
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