Tag Archives: Draeger Rückkaufangebot

Draegerwerk Genußschein – some more thoughts on the repurchase offer

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Following yesterday’s post about the 210 EUR offer per “Genußschein”, some other interesting aspects should be considered.

Dividend cut

I think this is the only time in history I remember that a 80% suprise dividend cut led to a almost 3% increase in the corresponding share price. The reason could be very simple and I have maybe underestimated the Draeger shareholders:

Many Draeger shareholders were maybe well aware of the effective massive dilution through the Genußscheine. The repurchase offer with 210 EUR is considered to be very advantagous for shareholders and therefore the net effect of the Announcement (Dividend reduction against cheap repurchase price) is a positive for shareholders.

As the announcement alone maybe caused this jump, a high acceptence ratio could possibly move the stock price even higher. So there is a lot of “upside risk” in the stock from a short perspective.

Another reason for the jump in the share price could of cours be some short covering, if I was not the only one who has the relative value trade in place.

Game theory Genußscheine

I am still struggling how to interpret potential acceptance outcomes for the offer. If we have a very low acceptance for instance, we have two potential factors which could influence future Genußschein prices:

1. With a low acceptance ratio, everyone knows that Draeger needs to do more to buy the Genußschein back (positve)

2. In theory, they could try to make life difficult for the Genußscheine either by continuing low dividends for a longer time (negative) or try some other tricks like possible dilution etc. (negative)

With a high acceptance rate we have the following potential issues:

3. The Genußscheine will become illiquid, larger investors will no longer be interested (negative)

4. Draeger will not need to increase the offer (negative)

5. However, Draeger could afford to raise the dividend quite fast back to or above last years levels as it doesn’t hurt shareholders anymore (positive).

So we can see, there are many paths how this could develop.

I think what is also interesting in this case is the fact that as Genußscheinholder the interests are not aligned with Management (and shareholders) but directly opposed. This is something one should keep in mind.

210 EUR repurchase offer Draegerwerk Genußschein

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In a classic “carrot and stick” approach, Draeger issued a buyback offer today for the Genußscheine at EUR 210.

The “carrot” would be the 30 EUR premium compared to yesterday’s prices. The stick is the annoncement to drastically reduce the dividend for 2011:

Zur Finanzierung der verbesserten Kapitalstruktur beabsichtigt der Vorstand der persönlich haftenden Gesellschafterin, gemeinsam mit dem Aufsichtsrat der Hauptversammlung am 4. Mai 2012 eine einmalig reduzierte Dividende von 0,19 Euro je Vorzugsaktie und eine Dividende von 0,13 Euro je Stammaktie vorzuschlagen

The German announcement is quite funny, they argue to finance the repurchase with a one time dividend cut by ~-90%. This one time cut wouldn’t even finance 5% of the to be repurchased Genußscheine, so the only reason to do this is to scare some Genußschein holders to sell if the yield drops to less then one percent. As an additional effect the 2011 result of Draeger shows a positive effect as they have already accrued a higher amount of interest for the Genußscheine.

Going forward, they announce additionally to reduce the dividend from the current 30% of net income to 15% of net income until they meet their target equity ratio of 40%.

Bis zur Erreichung dieser Eigenkapitalquote beabsichtigt der Vorstand der persönlich haftenden Gesellschafterin, 15 % des Konzernjahresüberschusses (abzüglich der Ergebnisanteile nicht beherrschender Anteilsinhaber) auszuschütten

So what to do now?

If history is any guide, as a Genußschein holder you most likely should just lean back relax and get some popcorn.

Bertelsmann in 2010 was in a similar situation and tried to buy back their Genußscheine at 180, from that the price went straight to 225.

Inmy opinion the Draeger offerproves the following: They actually proved that the Genußscheine are a problem for the shareholders andthey need to get read of them. Effectively they introduced a “put option” at EUR 210 for the Genußscheinholder.

There might be less liquidity in the future,but with the preference shares at 70 EUR plus,the 210 EUR are still a joke.

For the long Genußschein short Vorzug strategy in the portfolio I will reduce the short position at least by half,as the implicit put at 210 EUR reduces the downside significantly.