AN ANALYSIS ON THE STRATEGIC RECONSTRUCTION UNDERTAKEN BY VOLKSWAGEN LTD. (By-Ashok Neelakandhan)
AN ANALYSIS ON THE STRATEGIC RECONSTRUCTION UNDERTAKEN BY VOLKSWAGEN
LTD.
Authored By-Ashok Neelakandhan[1]
Abstract
The automobile industry is not immune to
economic, regulatory, or technological shocks. Each shock should be thoroughly
investigated, and appropriate management action should be taken. Volkswagen's
sheer managerial efficiency and brilliant decision-making helped it to become
the industry's market leader. Based on market conditions, the company has used
various restructuring mechanisms such as mergers, acquisitions, takeovers,
joint ventures, partnerships, and so on. This paper is a study of Volkswagen's
growth as well as an examination of the company's various strategic
restructuring initiatives.
1.
Introduction
The world is developing at a very fast
pace. Science, Economics, etc are taking us further day by day. They have
influenced the world so much that in the modern world, even foreign policies of
nations are being shaped based on trade, business, research, etc. A significant
contributor to this scenario is the automotive industry. The automotive industry is the collective
term for all those companies and activities involved in the manufacture of
motor vehicles, including most components, such as engines bodies, etc.[2] It
is an undeniable fact that the automobile industry is a capital and
knowledge-intensive industry, plays a significant role in the social
development of a country. The industry contributes to the states in several
ways. From corporate taxes coming directly from the sellers to tax on fuel
levied from customers, the automobile industry is a significant contributor to
every nation state's economy. It is not wrong to say that every drive is an
economic transaction. The
role of the automobile industry in the development of the modern economy and
the prospects for its development is determined by the place of motor transport
in the infrastructure of the national economy.[3]
The history of the automobile industry is
brief when compared to other industries. Even though steam-propelled engines
were introduced way back. The actual reason for the birth and growth of the
global automobile industry can be credited to the invention of the 'gasoline
engine' that happened between 1860-70.[4] France and Germany were the market leaders in
the 19th century but by the beginning of the 20th
century, they were joined by Great Britain, the USA, and Japan. However, in the
early 20th-century commercial cars were still a very rare mode of
transport. Cars remained in the precious collections of the rich and the
powerful. Even though the market had many makers, they were competing against
each other to serve a very small luxury market. This scenario was changed in
the United States because of the revolution created by the Ford Company. The
Ford company began manufacturing its revolutionary
model T in 1908, and by 1920, because of
'assembly line' and 'mass production' technology Ford was successful in selling
the automobile for as low as 450 dollars. This allowed a whole new social class
to afford commercial vehicles and changed the face of the US economy. This idea
of making cars for the mass populations made manufacturers in Europe come up
with various designs and technical innovations targeting the great middle
class.
Volkswagen industries Ltd, the biggest
automobile company in the world as of 2021 owes its origin to this race between
European powers to build the best ‘peoples car’. Adolf Hitler proposed a
project to build a ‘low-cost people's car' for Germany that would bring Germany
millions of new buyers. Ferdinand Porche’s office was commissioned to work on
the designs. Thus, Volkswagen was born.
The automobile industry is not free from
shocks, be it economic, regulatory, or technical. Each shock should be
thoroughly analysed and appropriate managerial action is to be taken. Sheer
managerial efficiency and brilliant decision-making aided Volkswagen to become
the market leader in the Industry. The company has employed various
restructuring mechanisms like Mergers, acquisitions, takeovers, Joint Ventures,
Partnerships etc, in different markets based on existing conditions. This paper
is a study on the growth of Volkswagen and an analysis of the various strategic
restructuring activities undertaken by the company. The study also tries to
understand the effects of these schemes, based on their impact on the
shareholder's wealth. The study is limited to the most important restructuring
activities undertaken by Volkswagen.
The concept of Corporate Restructuring through
Mergers and Acquisitions has originated in the United States of America. The
concept has been formulated by the happening of Six major Merger Waves. Each
wave saw the scope of these activities expanding, and by the third and fourth
waves, it evolved to become a global phenomenon. Each wave is characterized by
a certain style of Restructuring. Corporate Restructuring occurs as a reaction
of companies towards shocks be it economic, regulatory or technological.
An established principle in business is that
survival is ensured only by growth. In an extremely competitive industry like
the automobile, this principle holds much importance. No manufacturer can
afford to remain stagnated and away from innovations and still hope to survive.
Mergers and Acquisitions are the main tools used by various company’s to attain
growth and hence survival. Even though in most situations the terms Merger and
Acquisition are used interchangeably, in a legal sense they both have different
meanings. In a merger, two
companies of similar size combine to form a
new single entity. In the case of acquisitions, the larger company absorbs
smaller companies. Generally, the smaller company is not wound up in the case
of an acquisition.[5] When one person purchases controlling
interest in another company, it is known as an acquisition or takeover.[6]
Besides Mergers and Acquisitions, companies employ various methods like
Partnerships, strategic alliances, joint-stock companies, etc to capitalize on
synergy without restructuring.
Mergers
and Acquisitions are highly advantageous for the company. But in some
situations, it can be a costly affair too. Joint Ventures and strategic alliances
are increasingly used by companies to achieve the gains of M&A without the
requirement of doing M&A. If the goals of the relationship between the
parties are unambiguous and the same can be easily outlined in an enforceable
contract between the parties a basic contractual agreement may be chosen. When
two or more companies pool in their resources and work towards a specific goal,
it is known as a joint venture. A separate legal entity in the form of a
special purpose vehicle is often created to facilitate a joint venture. The
collaborative effort by two or more companies where each company maintains its
independence is known as a strategic alliance.[7]
The scope of Corporate restructuring is
immense. An unrestricted approach to Mergers and Acquisitions will result in
companies with better resources thriving over their counterparts. To eliminate
this scenario from happening and to maintain healthy competition in the market,
antitrust regulations and takeover regulations are being introduced by
governments all over the world. The Williams Act of 1968 is an important
legislation in the field of M&A in the United States. It was introduced as
a Regulatory Mechanism for Tender Offers that were previously unregulated.[8] In Britain takeover regulations was a form of
self-regulation by parties. Through the city code of takeover and Mergers, a
major principle is established which mandates that in M&A's all
shareholders are to be treated equally and fairly[9]. In India, before the 1990s takeover was
regulated by the companies act of 1956.
In 1997 the takeover code of 1997 was
introduced. Subsequently, as a result of market changes, it was replaced by the
Takeover Regulations of 2011.[10] The companies act of 2013 also regulates
Mergers and acquisitions through sections 230-234.
Through these studies, I concluded that
Mergers and Acquisitions happen for a variety of reasons. It is an important
aspect of any industry. The ardent desire for growth is the main motivating
factor behind every Merger and Acquisition. The macro and theoretical reasons
like exploiting synergies, replacing an inefficient management with an
efficient one, Personal prejudices of managers, etc can also motivate takeovers[11]. Generally, companies pursue Mergers and
Acquisitions for fulfilling their desire to grow, diversify and broaden a
product line, expand their presence to different markets, upgrade their
existing technology, or acquire new technology etc. Leveraging joint synergies
or just acquiring a competitor can also trigger Mergers and Acquisitions.
Companies also rely on various methods other than M&A to capitalize on
synergies by reducing the costs involved.
Existing works of literature on Volkswagen
provide a comprehensive idea of the creation and growth of the company.
Throughout the history of Volkswagen, it used restructuring as a tool for
market expansion. Effective and efficient restructuring activities made
Volkswagen a global brand. Volkswagen has also relied on partnerships and joint
ventures to exploit synergies as per the conditions. A review of the various
restructuring activities undertaken by Volkswagen benefits scholars by helping
them create a framework for corporate expansion.
2. The Concept Of
‘Strategic Reconstruction’ And Volkswagen
Volkswagen LTD has undertaken a series of
restructuring activities in its history. The careful and planned restructuring
activities are undertaken by Volkswagen made it the largest car manufacturer in
the world as per the reports in 2021.[12]
As per the reports, Volkswagen is the largest car manufacturer in the world in
terms of revenue. The automobile industry has one of the most competitive and
tough markets in the world. Market leaders often struggle to maintain
sales and to maintain a steady return. The
abundance of funding available to the research and development wings of global
automobile giants is resulting in the rapid up-gradation of existing
technologies along with the inflow of new technologies. No company can survive
in this industry by remaining stagnant. Market expansion and product expansion
are imperative for surviving in this industry. In this context, the scope of
Corporate Restructuring activities is immense in the automobile industry as
Mergers, Acquisitions and takeovers can be effectively utilized by companies as
a method for expansion.
Volkswagen is widely regarded as a company
that has conducted several successful corporate restructuring activities. The
planned and strategic portfolio restructuring undertaken by Volkswagen not only
helped in surviving the extreme competition existing in the market but to
emerge as a market leader and becoming one of the biggest car companies in the
world. A careful analysis of the restructuring activities undertaken by
Volkswagen makes it evident that restructuring should not be blind but
strategic and that every strategy has its expiry date beyond which it becomes
redundant.
The recent shift in the company’s strategy to
free itself from combustion engines and to focus on clean energy-driven
automobiles is an example of changing strategies. The company has come a long
way from the days of the legendary transporter vans and beetle cars. The
friendly, negotiated and strategic restructuring activities undertaken by
Volkswagen is a paradigm for effectively handling competition and market
changes. The restructuring activities undertaken by Volkswagen made it a
conglomerate having a presence in many industries with more than 12 independent
brands under it. Analyzing the restructuring activities undertaken by
Volkswagen provides an in-depth understanding of the automobile industry and
the necessity of restructuring to survive in it. Some major corporate
restructuring activities undertaken by Volkswagen are discussed in this paper.
2.1.
ACQUISITION OF AUTO UNION
(AUDI) BY VOLKSWAGEN
After
the second world war, the Volkswagen Facilities were shattered by rapid
bombings from the allies. It was subsequently taken over by the British
Military and production was resumed. The sales were very low at around 10% of
its 1936 sales[13].
The company was offered to various British Car Manufacturers but failed to find
a buyer. In 1948, Ford Motor Company (USA) turned down an offer to acquire
Volkswagen. The company survived by manufacturing automobiles for the British
Military and in 1948 the control over the company was handed over to the German
state. The period between 1950-60 saw a rapid increase in the production of its
Type-1 models that came with a series of features like air-cooled rear-engine
rear-drive platform etc.[14]
2.1.1. OBJECTIVE
The creation of a multi-branded major market
player was not the idea of Volkswagen when the negotiations for the acquisition
of Auto Union commenced in 1964. The production capacity of Volkswagen's
Wolfsburg plant was running at its capacity and the company was extremely
interested in the factory at Ingolstadt owned by the auto union. The facility
had an annual capacity of around 100.000 vehicles. It also had a highly skilled
workforce and dealers and service facilities including sales organizations. An
added advantage was that this takeover would eliminate a direct competitor[15].
Also, the auto union was making a significant loss to its parent company
Daimler Benz and Daimler Benz was facing stiffer competition from Opel and
Ford. By selling its loss-making subsidiary to Volkswagen, DM obtained significant
investments to its upper-Mid range segment. There was also a difference of
opinion between the holding and subsidiary company regarding the future of
two-stroke engines. On January 1 1965, Volkswagen acquired a 50.3% stake in
Auto Union giving it controlling power over Auto Union and Auto Union by 1996,
became a wholly-owned subsidiary of Volkswagen.
The
renaissance of the brand happened in Frankfurt International motor show and it
was in this auto show that AUDI introduced its first four-stroke model. The
model was introduced under the 'AUDI' name. By 1970 the company had introduced
a series of models and these models ensured that AUDI returned to profit-making
after a series of turbulent years.. Volkswagen in 1969 merged with NSU
Motorenwerke AG to form the Neckarsulm- based Audi NSU Auto Union AG. The
engineering expertise and a range of small cars of the NSU group prompted
Volkswagen for a merger.
2.1.2 SYNERGY
AND OTHER BENEFITS.
The acquisition of Auto-Union and merger with
NSU was beneficial to all parties. It created a series of synergies that
favored the performance of all the companies in the years to come.
a.
Volkswagen
benefited from the synergy effects within the brand network which helped it to
create a new Volkswagen generation using the Modular Kit Principle. The K 70
which was the first Volkswagen with a water-cooled engine was an NSU design.[16]
b.
The
Beetle era was slowly fading and Volkswagen was facing loss in that segment.
The loss incurred by Volkswagen in that area was curtailed to a great extent
through the successful sales of its Audi models.[17]
c.
Volkswagen
was able to make a transition to a modern portfolio using the designs of NSU
and Audi.[18]
d.
The
continuous expansion of sales of Audi in the USA also benefited Volkswagen.[19]
2.1.3. BENEFITS
FOR AUDI
AUDI-200 launched in 1979 paved the way for
AUDI to the luxury sector. AUDI reached new heights in 1984 by winning the
world rally championship for manufactures. This boosted the technological
outlook of the company. AUDI took the first three places in the Monte-Carlo
rally in 1984.[20]
These victories further boosted the image of the brand and this was followed by
an increase in the company’s business throughout the 1980s. This was reflected
by a high degree of capital investment in AUDI.[21]
In 1985, investments reached a peak of almost a billion Deutschmarks.[22] The
same year the company was renamed AUDI AG and its headquarters returned to
Ingolstadt. The international growth of AUDI AG was provided a framework by the
globalization of Volkswagen group in the 1990s. This act of acquisition made
Volkswagen richer, better performing, and provided with immense scope of
growth.
2.1.4. ANALYSIS
OF THIS RESTRUCTURING.
AUDI and Volkswagen were serving similar
target markets. This Merger is Horizontal in nature as it is between two
companies that are in direct competition with each other. This has resulted in
the consolidation of two firms that were direct rivals. Volkswagen was able to
eliminate a direct competitor. This restructuring also contributed to economies
of scale for both
companies as the plants of AUDI were
underperforming and the inclusion of Volkswagen’s products will enable the
plants to function in full swing which is beyond any doubt beneficial to both
the companies.
2.2. ACQUISITION
OF BUGATTI BY VOLKSWAGEN.
Volkswagen
acquired Bugatti in 1999. Bugatti was a massively respected brand in Europe.
But by the mid-1990s, the brand was constrained to the history books because of
various reasons. The limited number of existing Bugatti's caught the eye of
motor car enthusiasts for their superior or groundbreaking designs. In 1998,
Volkswagen stepped in to revive the legacy of the legendary brand. Bugatti had
established itself as a respected manufacturer of luxurious and sports
automobiles. Italian businessman Romano Artioli briefly had an unsuccessful
attempt to revive Bugatti in the 1990s. But this came to an end after sales of
just over 120 models and the closure of the plant.[23]
Volkswagen on July 10, 1998, acquired the holding company and with it,
Volkswagen also acquired the rights to go on with the legendary brand.
Volkswagen knew that apart from capital, it would take a considerable amount of
time and technical expertise to revive the brand Bugatti.
2.2.1.
OBJECTIVES
·
The
acquisition of Bugatti was a part of Volkswagen’s plan to establish a luxury
segment for itself and also to generate a steady demand potential.
·
Through
revitalizing this traditional luxury brand Volkswagen intended to reinforce its
technological expertise and innovative strength itself.
·
The
company (Volkswagen) aimed to reflect progress it earns from acquisitions like
these to its mid-class variants so that it can easily raise its levels from
that of its competitors.
·
Another
objective was to enhance the public perception of Volkswagen. The company was
initially created to manufacture 'the people's car'. Volkswagen, through this
acquisition, aimed to see itself as a major player in the industry.
·
The
Volkswagen group also aimed to have a strong presence in the luxury car segment
by integrating Lamborghini, Bentley, and Bugatti.
2.2.2.
IMPACT OF THE ACQUISITION.
Through
this acquisition, Volkswagen was able to expand and establish its footprint in
the sports- luxury segment. In 1999. The models introduced by Bugatti like
Veyron, Chiron, etc quickly stole the spotlight through their extraordinary
engineering, minimalist design, and expert-level craftsmanship. Bugatti Veyron
is also credited to be the fastest road-legal sports car in the world with a
top speed of over 400 km/hr. Bugatti is also in great demand in the USA. The
renaissance of Bugatti under the leadership of Volkswagen can be regarded as
successful with considerable advantages to both sides.
2.2.3.
VOLKSWAGEN SHEDS BUGATT
On the 7th of July, 2021 Volkswagen
announced that it was giving up the controlling stake in Bugatti and that
Bugatti will become part of a joint venture between Volkswagen’s Porsche unit
and Rimac, a young Croatian company[24].
Volkswagen was of the view that it seemed incongruous for a company better
known for its economic cars. Rimac owns 55% of the joint venture known as
Bugatti-Rimac and Porsche owns 45% of the stake. The Volkswagen management
stated that this deal removes one of the major distractions of Volkswagen and
that Volkswagen will be able to focus on its important tasks that include
manufacturing electric cars etc now[25].
Volkswagen will still have some control over the company as its subsidiary
Porsche owns 45% of the stake.
2.2.4.
ANALYSIS OF THE RESTRUCTURING.
Bugatti
was acquired by Volkswagen as a part of its global expansion program.
Volkswagen aimed to benefit from the Synergy effects as it had already acquired
Lamborghini and Rolls-Royce. The takeover had the result of elevating
Volkswagen to the status of a key player in the luxury car segment. The current
global push towards greener earth negatively affected Bugatti whose powerful
engines are not considered eco-friendly. Volkswagen's push to completely
withdraw from combustion engines by 2035 resulted in Volkswagen selling its
controlling stake in Bugatti to Rimac, a Croatian electric car company.
2.3. ACQUISITION OF LAMBORGHINI BY
VOLKSWAGEN
Lamborghini was founded in 1963. It is
headquartered at Sant Agata, Bolognese in Northern Italy. Lamborghini is known
for its state-of-the-art super sports cars. The company delivers unique new
hybrid technologies, new materials technologies, and unsurpassed Lamborghini
performance.[26]
Unlike Bugatti, Lamborghini was very much alive and roaring in the 1990s. The
Volkswagen Group was aiming to enhance its brand image by developing a luxury
segment. The brand Lamborghini is known for its unique combination of speed,
style, and perfection. These attributes attracted Volkswagen[27].
The inability of Lamborghini’s Indonesian holding company to deliver the
required capital to Lamborghini was causing a
financial problem for Lamborghini. Following a series of lengthy
negotiations, Automobili Lamborghini S.P.A was acquired by Volkswagen on July
10, 1998.[28]Lamborghini
became Volkswagen group’s third luxury brand along with Bentley and Bugatti. It
is placed under the control of the AUDI division.
2.3.1. OBJECTIVES.
·
To
create synergy effects as a result of similarity of brand profiles and
production technology under AUDI and Lamborghini.
·
Audi
was able to further strengthen its position in the premium segment, through
Lamborghini, it can call upon the resources of a highly reputed and respected
company like Lamborghini and also its technological expertise.[29]
·
To
fully unleash the potential of Lamborghini by providing the required capital to
focus on the growth and development of Lamborghini.
·
To
provide Lamborghini with a heightened flagship to improve its profile.[30]
2.3.2. IMPACT
OF THE ACQUISITION.
The
leadership of AUDI has transformed the technology-driven super sports car
manufacturer, i.e. Lamborghini into a customer-oriented company[31].
The company is on a good path towards sustained growth and commercial success
for probably the first time in its history.
The company was successful in rectifying its
market collapse in the USA with aggressive expansion in Eastern Europe, Asia,
and the Middle East.[32]
Lamborghini finds the top spot in Volkswagen's product portfolio. The qualities
of Lamborghini like its supreme style and uncompromising performance made it
the leader in the Super Sports Car segment. The main objectives of this
acquisition of Lamborghini by Volkswagen were to rectify the capital
constraints of Lamborghini and also to minimize its other areas of weaknesses.
An important challenge faced by Lamborghini is
the extremely high price tags associated with its models. The build quality and
performance of the machines do justify the price tag but if this problem can be
curtailed, the market can be expanded. Lamborghini can also work on introducing
models that fit the above-mentioned criteria. Also in most countries,
Lamborghini has to be imported. This further adds to the price of the models.
These weaknesses can be addressed by Volkswagen which is arguably the best
brand in the segment of popular affordable cars. The high quality of
Lamborghini comes with a price, and this issue is aggravated in times of
economic crisis. In the past, Lamborghini has faced similar issues and its
sales were down by almost 50%.[33]
Analysts believe that Volkswagen is doing a better job addressing this issue
than the previous owners of Lamborghini.
The majestic performance of Lamborghini also
comes with a severe impact on the environment. The high fuel consumption
associated with Lamborghini is an issue that needs attention from the research
and development wing. The potential customers of Lamborghini are affluent
people who are generally within media coverage. At a time when countries around
the globe desperately fight against climate change, high fuel consumption and
resultant pollution are a source of concern. Brands like Tesla are flourishing
because of their eco-friendly tag and also at the costs of brands like
Lamborghini. Volkswagen and Lamborghini are working on an electric hybrid
engine for Lamborghini. But it is still in the concept stage. These hybrid
models can prevent the outflow of eco-friendly customers.[34]
Lamborghini is missing a whole bunch of
potential customers because of its inability to provide proper after-sales
services to its customers. In some situations, customers are forced to
ship the car to another country for
maintenance.[35]
Lamborghini can work with Volkswagen to set up service centers in those
countries where Volkswagen has a strong presence. This could expand the market
of Lamborghini.
2.4. ACQUISITION OF BENTLEY BY VOLKSWAGEN
The acquisition of Bentley was part of the
Volkswagen group’s strategy of strategic global expansion. Through the
acquisition of Bentley, Volkswagen aimed to create a luxury segment and to
establish a small but steady demand potential[36].
Volkswagen group analyzed that Bentley, along with Rolls Royce, popularly known
as the ‘Royal Car Maker’ was ideal for the development of its luxury group
umbrella. Bentley was also the driving force behind the luxurious Rolls Royce
brand. Volkswagen was interested in both the sporty and luxurious models of
Bentley and the ‘Rolls Royce’ brand. Rolls Royce represented the very best in
Brish Motoring and had set the world standard in catering to the ultra-rich.[37] On
July 3, 1998, Volkswagen group acquired the Bentley brand, its factory in
Crewe, and also the right to use the name 'Rolls Royce' until 2002.[38]
Through this acquisition, Volkswagen group successfully entered the luxury car
segment. Volkswagen was also able to successfully outbid BMW for acquiring
Bently[39].
This deal was a lot complicated as even after spending around 430 million
pounds, Volkswagen still lacked complete ownership of Bentley. They had the
production and administrative facilities, the model nameplates, the vehicle
designs, and the Spirit of Rolls-Royce grille shape trademarks — but they
didn't have the Rolls-Royce name or logo, which remained in the ownership of
Rolls-Royce Holdings.[40] On
1st Jan 2002, Volkswagen became the sole provider to the Bently
Marque and BMW was presented with the Rolls Royce. This deal backfired as
Volkswagen failed to achieve its objectives despite spending close to 800
million dollars.[41]
2.4.1. OBJECTIVES
·
To
expand internationally by leveraging the market and trademarks of both Bentley
and Rolls Royce.
·
To
expand Volkswagen’s product portfolio.
·
To
mark the entry of Volkswagen into the luxury segment.
·
To
resolve the issue of capital deficiency in Rolls Royce Ltd, and to provide
sufficient resources to invest in the development of new products.
2.4.2. IMPACT OF THE ACQUISITION.
This restructuring activity turned out to be a
disaster for Volkswagen. Inefficient due diligence of Volkswagen proved costly
as it led to a loss of over 800 million dollars.[42]Volkswagen
was interested more in the trademarks of Rolls Royce and Bentley rather than
the products they offered. Volkswagen aimed to invest massively in research and
to develop new products which according to Volkswagen suited the needs and
requirements of the 21st century. A trademark license agreement of
1973 between Rolls Royce PLC and Rolls Royce Motors Ltd, stated that Rolls
Royce PLC is the owner of the trademark and that Rolls Royce motors is just
licensed to use it[43].
Furthermore, there existed an engine supply agreement between Rolls Royce PLC
and BMW, an important clause in the said agreement gave the right to BMW to
discontinue the supply of engines if Rolls Royce motors Ltd, was to be sold to
another car manufacturing company. Volkswagen was denied the Rolls Royce
trademark because of the 1973 trademark licensing agreement and BMW acquired the
Rolls Royce trademark for around 65 million dollars.[44]
2.4.3. ANALYSIS OF THE RESTRUCTURING.
This acquisition was also horizontal in
nature. Volkswagen aimed to expand its market internationally through these
acquisitions. Volkswagen's objective was to expand its market by acquiring
Bentley. Bentley was a brand popularly known as 'The Royal Car' in Europe as it
owned 'Rolls Royce' and also because it was the 'go to' brand for much of the
royalty. Volkswagen aimed to benefit from the synergy created through the
acquisitions of Bugatti and
Lamborghini. The poor due diligence mechanism
undertaken by Volkswagen made this restructuring an unsuccessful one.
Volkswagen was forced to sign a memorandum of understanding with its rival BMW
to use the trademark of Rolls Royce for just 3 years.[45]
Volkswagen aimed to benefit from the ‘Rolls Royce trademark’. It spent millions
of dollars for that but ended up with Bentley which it could have acquired at a
much lower rate. This created widespread criticism towards the Volkswagen
management and led to poor financial performance.[46]
This restructuring activity also confirms the hypothesis that ‘corporate
restructuring activities that decrease shareholder's wealth are not good. BMW
successfully used ‘Brand Pill Takeover Defence’ here and made it impossible for
Volkswagen to use the ‘Rolls Royce’ brand.
2.5. THE
JOINT VENTURE AND SUBSEQUENT ACQUISITION OF SKODA BY VOLKSWAGEN.
The
global automotive industry is one of the most fiercely competitive industries.
The cut-throat environment means that no company can survive in the market
without expanding its boundaries and target markets. Skoda till the 1990s was
under the ownership and control of the Czech Government. By the 1990s it became
impossible for Skoda to meet its market demand. The decision to privatize Skoda
was announced in 1990. Volkswagen in the 90s suffered massive setbacks in its
USA market because of the rising influence of Japanese players in the US market
and the issue relating to the electrical parts of Golf, which was one of its
most popular models, tarnished its reputation. Volkswagen aimed to expand its
market to central and east European countries ( CEE)[47].
Volkswagen had already set the plan into motion through the acquisition of
CEAT. The joint venture with Skoda Auto was aimed to consolidate its position
in the CEE market and to build inroads into the markets in ASIA where European
and other western automobile manufacturers had a weak footprint. The Czech
government approved Volkswagen's proposal to purchase a stake in Skoda on
December 9, 1990. On 30th may, 2000 Volkswagen purchases the
remaining shares of Skoda from the Czech Government, making it a wholly-owned
subsidiary of Volkswagen. Even though Volkswagen faced stiff competition from
Dassault, the strong anti-communist sentiments of the Czechs benefited
Volkswagen[48].
2.5.1. OBJECTIVES OF THE JOINT VENTURE.
·
To
penetrate CEE markets through the joint venture with Skoda.
·
To
have a strong presence in every segment of the car market.
·
To
attract mature clients using Skoda’s designs and Volkswagen’s economic
competence and sophistication.
·
To
venture into the markets of Asia where huge growth potential awaits along with
limited competition.
·
Skoda
was already being sold in markets of western Europe and Volkswagen analyzed
that with the required improvements it can have emerged as a key player in
these markets.
2.5.2. IMPACT OF THE JOINT VENTURE.
The
joint venture with Volkswagen saw the inflow of cutting technologies and
resources to a struggling Skoda Auto. Skoda auto was also successful in benefiting
from the synergy effects and other benefits from the Volkswagen group. By the
late 1990s, Skoda Auto was successful in establishing itself as a trusted and
value for money brand that manufactured high-quality sturdy cars in Europe[49].
Volkswagen's multi-brand strategy to have a strong presence in the entry-level
and economical car market was achieved through the combined forces of Skoda and
CEAT. The expansion to Asian markets by Volkswagen also helped Skoda Auto.
Skoda subsequently became a trusted brand in India, Thailand, Indonesia, etc.
Skoda has become an indispensable part of the Volkswagen group as a result of
its strong inroads into the emerging markets of China, India, and Russia. The
synergy effects created by different plants belonging to the Volkswagen group
are taking it to newer heights.
Volkswagen used this joint venture and
subsequent acquisition to further consolidate its position in every segment in
the car market. Volkswagen currently holds a strong presence in the luxury
segment through AUDI, Lamborghini, and Bentley. Volkswagen itself is a strong
player in the mid-size segment and through SEAT and SKODA, it was successful in
consolidating its position in the entry-level and economical segment.
2.5.3. ANALYSIS OF THE RESTRUCTURING.
A
Joint Venture is popularly considered as a pre-step to a merger. The setback
faced by Volkswagen in the USA is what triggered this Joint Venture and
subsequent acquisition of Skoda by Volkswagen. The acquisition of SKODA was
also a part of the global expansion program of Volkswagen. The privatization of
SKODA and its subsequent takeover by Volkswagen is regarded as one of the
greatest success stories in the area of privatization. Through the acquisition.
Volkswagen was able to have an addition to its brand image, boost its sales,
and to further consolidate its position in the automobile market. The
acquisition gave SKODA a 'new life' as the company was struggling under the
management of the Czech Government and was on the verge of shutting down. Volkswagen’s
investments in SKODA resulted in sales of SKODA cars having a positive
trajectory and it benefited Volkswagen by gaining better market share.
Volkswagen was successful in giving SKODA a much-required facelift. A common
pool of resources created from various brands belonging to Volkswagen has
played a great role in the development of Skoda. The investments made by
Volkswagen in Skoda proved fruitful as Volkswagen was able to realize the same
as it was able to save considerable resources in the manufacturing of its AUDI
models namely AUDI A3 and A8[50].
Skoda is widely regarded as an emerging high-quality brand that provides
excellent quality cars at affordable prices[51].
The public perception of Skoda has come a long way from being a brand whose
products are of inferior quality and lacks value for money. Skoda has emerged
to become one of the favorite brands of Europe.
2.6. ACQUISITION
OF SCANIA BY VOLKSWAGEN.
The acquisition of SCANIA was part of its
strategic restructuring plan formulated by Volkswagen. Volkswagen being a car
manufacturer, expanded its business to heavy vehicles through the acquisition
of SCANIA. SCANIA is a Swedish company that is one of the greatest brands in
the world in the area of heavy vehicles. The trucks manufactured by SCANIA are
popular throughout the world. The trucks are known for their superior
performance, quality of their materials, and low maintenance requirements
compared to their competitors. The brand SCANIA was one of the most profitable
in the industry at that time. The engines manufactured by SCANIA were famous
for being economical, innovative, and least emitting.[52]
In 2000, Volkswahen acquired around 18% of shares and 34% voting rights in
SCANIA and by 2007, Volkswagen increased its voting rights to 37.4% becoming the
second-largest shareholder in SCANIA. Through subsequent activities, Volkswagen
by 2009, increased its voting rights to 69%[53].
SCANIA became the ninth independently operating brand under Volkswagen.
2.6.1. OBJECTIVES OF THE ACQUISITION.
·
To
become the market leader in the heavy vehicles market by merging SCANIA with
MAN. Volkswagen is the largest shareholder of MAN. The combined company is
proposed to become the largest truck maker in Europe overtaking Dalmer and
Volvo
·
Market
Expansion as the acquisition of SCANIA will make Volkswagen a key player in the
heavy vehicles market.
·
To
benefit from the synergy potential between Volkswagen and SCANIA. The companies
can work together to reach greater heights in areas of electronics, material
purchasing, research, etc.
2.6.2.
IMPACT OF THE ACQUISITION.
SCANIA
is regarded as a powerful brand elite in nature and based on its performance
and demand for its products, it can be said that the company is having a bright
future ahead. The acquisition of SCANIA by Volkswagen marks the entry of
Volkswagen into the heavy vehicles industry. Volkswagen already controlled more
than 30% shares of MAN, another company in the heavy vehicles industry. The
acquisition of SCANIA by Volkswagen was followed by a merger between the three
companies, i.e. Volkswagen, SCANIA, and MAN. The newly formed company becomes
the market leader in Europe. The news regarding the merger had a positive
impact in MAN shares. The acquisition made Volkswagen a key player in the
global truck business that was booming Asia and South America. The acquisition
is another milestone in the journey of expansion undertaken by Volkswagen. The
acquisition of SCANIA by Volkswagen
increased the share prices of both Volkswagen and SCANIA. By 2011, Volkswagen
completed its procedure of acquiring a majority shareholding in MAN SE and
Volkswagen controlled 55.9% of voting rights in MAN and as a result, MAN's
ownership
in SCANIA was included in Volkswagen's
ownership in SCANIA which meant that Volkswagen controlled about 89% of voting
rights and 62% of share capital in SCANIA.[54]
2.6.3. ANALYSIS OF THE ACQUISITION.
The
acquisition of SCANIA by the Volkswagen group is horizontal in nature. This can
be considered as a horizontal acquisition as the Volkswagen group already had a
presence in the heavy vehicles market through its controlling shareholding in
the MAN group. Volkswagen had a clear strategy in acquiring SCANIA, that is to
become the market leader in the heavy vehicles market. The acquisition was
completed by fully abiding by the European Takeover Directives 2004/25/EC. The
European Union competition commission did not object to the takeover of SCANIA
by Volkswagen.[55] The acquisition caused a jump in the shares of
Volkswagen and MAN[56].
This acquisition is beneficial to the stakeholders. This restructuring activity
confirms the basic principle that 'restructuring activities that add to the
shareholder's value are good.' It can be rightly said that with the acquisition
of SCANIA, the Volkswagen Group has redesigned its approach towards the heavy
vehicles market. The acquisition is extremely relevant as it shows that
expansion is imperative to survive in an extremely competitive industry like
that of the automobile. Volkswagen was successful in forming a conglomerate
through this acquisition and the resultant merger. Being a conglomerate has its
advantages as it can effectively handle risks, shocks, and setbacks happening in
any particular industry. Being a strong player in both the car industry and
heavy vehicles market, Volkswagen is in a better position to handle market
uncertainties.
2.7. REPEAL
OF VOLKSWAGEN ACT AND HOSTILE TAKEOVER ATTEMPT BY PORSCHE.
The
Porsche family had 5% shareholding in Volkswagen and The German State on the
other hand, had a 20% share in Volkswagen. The Volkswagen law provided power to
the state to block any change in ownership or control over Volkswagen. The
Volkswagen law was a contentious topic and was criticized by many free-market
advocates at that time. It was termed an ‘ illegal protection device’ and was
targeted by the European Court of Justice during the early 2000s.[57] To
secure its interest in Volkswagen, Porsche increased its stake in Volkswagen to
20% at the cost of 3 billion euros so that the combined stake of Porsche, the
German State and the protection provided by the Volkswagen act protects
Volkswagen from outsiders and Porsche increased its stake to 25% by July 2005.[58]
Porsche claimed that it did not intend to take over Volkswagen. Porsche wanted
to protect Volkswagen from corporate raiders.
The
Volkswagen act is a set of German regulations that were enacted in 1960 and the
legislation regulated the privatization of Volkswagen Gmbh into the Volkswagen
group[59].
The legislation intended to ensure government control over a privatized
Volkswagen. The act stipulated that votes in major shareholders meeting
resolutions required a 4/5th (80%) agreement.[60]
It was alleged that this part of the Volkswagen act violated the ‘free movement
of capital principle’ of European union corporate law. The Government of the
German state had 20.2% voting power which enabled the Government to veto major
decisions and to prevent takeovers by other shareholders. In October 2007, the
European court of justice held that the Volkswagen act was illegal owing to its
protectionist nature, and subsequent attempts by the German State to rewrite
the law failed.[61]
The
repealing of the Volkswagen act made Porsche the controlling stakeholder in
Volkswagen. In 2008, Porsche through a highly leveraged and risky move took
over 50% shares in Volkswagen. The financial crisis of 2007 massively affected
the takeover of Volkswagen by Porsche. Porsche witnessed a sudden rise in lawsuits
against it as many speculators and hedge funds encountered huge losses as a
result of this transaction. The banks refused to fund the takeover and started
asking for repayment of loans. Porsche, once profitable and independent landed
in crisis. A deal was proposed with Qatar, as the latter agreed to invest in
the takeover. This attempt was hijacked by Volkswagen, with the help of the
German State. Porsche ended up selling
its vehicle manufacturing group to Volkswagen group in August 2009. By 2012, the
restructuring was completed with Porsche becoming the tenth brand under
Volkswagen. Volkswagen acquired the remaining 50.1 % share in Porsche and along
with 49.9% shares already possessed by Volkswagen, Porsche has become a
wholly-owned subsidiary under Volkswagen.
The hostile takeover attempt on Volkswagen by
Porsche was successfully defended by Volkswagen. Volkswagen used the takeover
defense of 'Packman Defence' to overcome the threat. Pacman defense is a
defensive tactic that is often employed by the target company during a hostile
takeover attempt by an outsider and this is done by the target company trying
to acquire the acquirer, for warding off potential acquirers[62].
The defense got its name through the Pacman video game. Porsche attempted a
takeover of Volkswagen, but Volkswagen, with the help of the German state and
investments from Qatar was able to acquire Porsche in return. Two major factors
happened in favor of Volkswagen that made it successful in its endeavor. The
interference of the German State and the great economic depression of 2007-09.
The interference of the German State helped Volkswagen to raise the required
investment to implement this takeover defense and the great depression of 2007
made it impossible for Porsche to finance its takeover attempt leading to
widespread criticism by the shareholders of Porsche.
2.7.1. VOLKSWAGEN,
SKODA, AND VOLKSWAGEN GROUP SALES MERGER IN THE INDIAN MARKET.
In the Indian market, Volkswagen Ltd, which
operated through three subsidiaries i.e. Volkswagen India, Volkswagen group
sales, and Skoda Auto India merged all three entities and a new company formed
was named ‘Skoda Auto Volkswagen India’[63].
The reason behind the merger is to respond adequately to its slowing market
demand and to further consolidate its position in the Indian market. The
management of both Volkswagen and Skoda, claims that the merger is an important
milestone for the Indian operations of both the entities as it enables them to
combine the technical and managerial expertise of all the three companies which
will enable Volkswagen to reach its full potential in India. The shared vision
and strategy are beneficial to all the entities concerned in the merger. This
merger means that all brands under the Volkswagen group, i.e. Skoda, Porche,
Audi, Volkswagen. Lamborghini etc will be managed by the newly formed entity.
2.7.2.
OBJECTIVES BEHIND THE MERGER.
Volkswagen Group announced the merger in
September 2019.[64]
This merger is a reaction to the tough competition in the Indian Automobile
market due to the emergence of TATA as the new favorite in the market. The
period also saw the introduction of new and exciting models by existing players
like Maruthi Suzuki, Hyundai, etc in the Indian market. This merger is to
realize the following objectives.
2.7.3. RESPONSE
TO A CHANGED MARKET.
The period between 2017-18 saw Volkswagen’s
market share getting low to as much as 3%. The merger of all its subsidiaries
working independently in India will consolidate Volkswagen’s market share. This
happened as a result of increased competition from its competitors. The consolidated
market share of the newly formed entity benefits all parties concerned.
2.7.4. SYNERGIES.
Both Skoda and Volkswagen are considered as
belonging to a different class that is between economical/ entry-level vehicles
and luxury vehicles. The technical expertise of both Skoda and Volkswagen is
widely appreciated in the Indian market. The synergies arising out of the
merger are beneficial to all the parties concerned. Inculcating some premium
features of Volkswagen or any of its other brands into SKODA will provide SKODA
a significant advantage over its competitors. This can help in gaining the
much-required market share. Volkswagen, which placed itself short of being a
premium brand can include in its products, those features of SKODA that have
the potential to make Volkswagen appealing to those among the target population
seeking a semi-premium car that is economical. Since Indian customers view
SKODA and Volkswagen cars as belonging to the same class, a merger can reduce
the operational and administrative costs concerned.
2.7.5. STRONG BRAND PORTFOLIO.
The merged entity emerged with a very strong
brand portfolio. Skoda Volkswagen India Ltd aims to serve its various brands
like Skoda, Volkswagen, Lamborghini, Bugatti, etc, across various markets and
also aims to expand its product portfolio to include more products. Through
this merger, Volkswagen aims to create a uniform vision and strategy for all
its brands in India.
2.7.6. IMPACT OF THE MERGER.
Volkswagen failed to penetrate deeply into the
Indian market due to a variety of reasons like poor after-sales services, high
cost of spare parts, presence of heavyweights in its target market, etc, were
some of them. Skoda has a good reputation in the highly competitive Indian
Automobile market and by making Skoda the head of the newly formed entity,
Volkswagen aims to capitalize Skoda's superior brand image in India. The Merger
strengthens Volkswagen's India 2.0 project whereby Volkswagen will be able to
adequately address its dwindling sales, ongoing losses, and poor performance in
India. Various analysts have claimed that this reconstruction is key to the
project so that the brand can achieve its full potential.[65]
Since all brands are focusing on Indian Customers, this merger will help the
newly formed entity to minimize the wastage of time in decision making at the
senior level. Through this merger, Volkswagen aims to increase its market share
to 3% by 2022 and 5% by 2025.
2.7.7. ANALYSIS OF THE MERGER.
Skoda
is a wholly-owned subsidiary of Volkswagen group. Volkswagen Group sales Ltd is
also the same. This is a merger between a holding company (Volkswagen) and two
of its wholly-owned subsidiaries. This action comes under the purview of
section 232 of the Indian Companies Act, 2013, as what happened here is a
reconstruction and the companies act of 2013,.explains reconstruction as ‘when
that company’s business and undertaking are transferred to another company
formed for that purpose so that as regards to the new company, old business is
carried out and same persons are interested in it as in the case of the old
company.[66]
Here the new company formed is Skoda Volkswagen India Private Ltd. The
businesses of Skoda India, Volkswagen India, and Volkswagen Group sales Ltd are
transferred to the newly formed company. Hence this merger is like reconstruction
and comes well within the purview of section 232 of the companies Act, 2013.
The merger has not attracted any issues from the competition commission of
India as neither Volkswagen nor Skoda is a major player in the Indian market.
3.
Conclusion.
Volkswagen
is a company that has successfully employed various restructuring activities to
achieve its objectives. The restructuring activities are not limited to
acquisitions and takeovers. The company has also employed other restructuring
activities like joint ventures etc, to achieve its goals as per the market
conditions. The joint venture formed with Ford, as a result of the peculiar
conditions prevailing in the South American market is an example of this.
Analyzing the restructuring activities undertaken by Volkswagen brings us to
the conclusion that survival in a competitive market requires strategies and
strategies that requires constant updating. Volkswagen focused on acquiring
struggling brands and then focusing on their development by pooling in resources.
The brands acquired by Volkswagen functioned independently. This meant that
these brands were able to benefit from the synergy without sacrificing their
uniqueness. Various analysts compare Volkswagen's strategic expansion to the
'hubris hypothesis' and that the Volkswagen management was desperate to expand.
But the pre-and post-merger statistics of the concerned companies make it
evident that the company was able to perform significantly better after the
merger or acquisition.
Volkswagen
has run into trouble a few times as a result of its faulty electrical parts in
the USA or its collusion with BMW in Europe for portraying fake emission levels
for its products. The size of the conglomerate is one of the main reasons why
the company was able to overcome the lawsuits. The damage suffered to
Volkswagen was rectified through its other brands like AUDI, Porsche,
Lamborghini, Skoda, etc. The concept of 'Strategic Restructuring' employed by
Volkswagen is a valuable lesson for other companies. The Volkswagen Saga proves
that planned restricting along with flexible strategies will enable a company
not only to survive in a competitive market but also to make one’s mark in it.