Continental's fight for independence

A few weeks ago, I would have said that the next big news about Continental AG would come on 31 July 2008, when the tyre and car component maker releases its results for the first half of 2008.

On 26 June, after Standard & Poor's changed the outlook to negative on its BBB credit rating, Continental's management insisted that they viewed their financing structure as "sound" and that this change would have "no effect on VDO financing – no additional costs". CFO Dr. Alan Hippe noted that this was equivalent to Moody's Baa2 with a negative outlook, and reflected the difficult market environment for issuing hybrid bonds. "Currently, we would only be able to place the hybrid bond planned as part of the VDO acquisition financing arrangements at extremely unfavorable conditions, which is why we have refrained from going ahead so far." The group continues to target annual sales of more than €26.4 billion in 2008.

But Continental is already back in the news. On Monday, it confirmed that "one brief conversation about a possible engagement by Schaeffler-Group in Continental AG took place at the end of last week." Yesterday, Schaeffler made a takeover offer for the group at €69.37 per share in cash. Unsurprisingly, this morning, Continental is announcing that "the Executive Board of Continental rejects the offer," adding that "the offer is highly opportunistic, does not come to the true value of Continental, does not create trust and lacks a convincing strategic rationale." The press release goes on to describe how Schaeffler took control 36% of Continental's capital "in an unlawful manner", or "using Porsche tactics" as the Financial Times says.

True, the Continental share price had under-performed the DAX index: since July 2007, it lost some 50% of its value before the recent surge, compared to only 25% in the case of the DAX. But the current share price reflects investors' belief that less than €70 per share (or the weighted average price over the last three months) is not sufficient.

But who is Schaeffler anyway? Well, it is a German-based industrial group that supplies the automotive, machinery and aviation/aerospace sectors with mechanical, mechatronic and precision components, including a whole variety of bearings. INA, FAG (since 2001) and LuK are household brands for its customers (and competitors like SKF). Synergies, if any, are with CAS (Continental Automotive Systems), rather than with the tyre activities of Continental. Schaeffler is "an independent family-owned company, which, as a major shareholder with a long-term outlook, offers Continental AG the stability and security it needs to continue on its course in a difficult market environment." Schaeffler says that it does not want to break up Continental and that it will not need to upstream cash flows from Continental to service the takeover financing package.


Continental is one of the healthiest groups in its sector, with an attractive combination of complementary segments that do not follow exactly the same demand or investment cycles, ensuring a reasonable cash flow stream even in "bad" years. Schaeffler's tactics may look mean, but maybe they will trigger a counter-offer from a deep-pocketed financial investor who has been wondering how to use its sponsors' cash. But as far as independence goes, it could well be time for Continental to waive it goodbye...

Paper sector outlook

Early this morning, Finland-based Stora Enso, Europe's largest paper producer, warns that its second quarter operating income will be half the €223 million generated in the same period last year. Main culprits: higher pulp and oil prices, and factory stoppages for maintenance and due to technical problems. Shortly thereafter, its compatriot UPM-Kymmene also warned that it now expects 2008 operating profit to be lower than in 2007 for similar reasons, despite having expected a flat year-on-year trend as recently as early 2008. Stora and UPM will both release their second quarter results on 24 July.

Yesterday, Standard & Poor's released an industry report card on the US forest products sector. Pam Rice and her colleages issued a rather gloomy, if predictable, comment: "two-thirds of the rating actions we took in the past three months were negative, and now almost 40% of the companies we rate have negative outlooks or are on CreditWatch with negative implications, with just over 50% having stable outlooks. As a result, any material adverse deviations from our base case assumptions will likely lead to more downgrades." At the end of May, Standard & Poor's made similar comments about the European paper sector: despite the sector-wide downgrades of October 2007 and April 2008, over half of Europe's forest products companies still have negative rating outlooks, "indicating a high likelihood of further negative rating actions."

All this echoes Moody's global paper and forest products report of 1 April 2008: "many companies in the printing and writing paper, paper packaging and wood-based building products sectors are expected to experience negative rating pressure" and "over the past year, approximately 75% of rating actions in the paper and forest products industry have been negative, constituting either outright downgrades or negative outlook changes."

Let me look at the lowest-rated names. If a company is already rated, say, B- or B3, further downgrades will presumably require a further deterioration in liquidity. S&P's liquidity snapshot of 16 May 2008 is particularly helpful in that respect. M-real will report its second quarter results on 23 July 2008. It is rated B-/stable by S&P and B3/negative by Moody's. At 31 March 2008, €197 million of its long-term interest bearing liabilities were due by the end of the year, but its €500 million syndicated credit facility (2009) was still completely available, so no imminent liquidity crisis can reasonably be expected in 2008. Lecta is rated B+/stable by S&P, but its senior unsecured debt is rated B-. It was downgraded by Moody's a week ago, to B1 corporate family rating and B3 senior unsecured debt rating, with a stable outlook. Both agencies could well change the rating outlooks on Lecta to negative as the year progresses. Moving up the rating scale, Norske Skogindustrier ASA (BB-/Watch Negative and B1/negative) is the best candidate for (more) downgrades, especially by S&P. It reports on 7 August 2008, so watch rating news around that date.

An Angel for Standard and Poor's Europe

Last Tuesday, Mr. Anthony L. Angel, aka Tony Angel, was appointed "executive managing director and head of its Europe, Middle East and Africa (EMEA) business" of Standard & Poor's, and will report to no less than Deven Sharma, president of S&P.

You will find more on the individual on his website http://www.tonyangel.co.uk/ -- but make sure you use .co.uk rather than .com, as the latter would bring you to rather less stern photos than you would expect from a Cambridge-educated solicitor. This appointment may well mark a change in corporate culture at S&P, where senior managers have long been the fruits of internal breeding and meritocracy. But it also highlights how crucial legal and regulatory matters have become for someone running a credit rating agency.

Two days later, the US's Securities and Exchange Commission voted to "formally propose a comprehensive series of credit rating agency reforms to bring increased transparency to the ratings process." In Europe, the latest recommendations of the Committee of European Securities Regulators (CESR) have focused on the rating of structured products.

The outgoing American-born Barbara Ridpath, managing director and chief credit officer of S&P's EMEA business, would have had to report to Angel. The personalities and egos would presumably have clashed. Not surprinsingly then, that, on the same day as the SEC announcement, 12 June 2008, Barbara Ridpath was officially appointed CEO of a new UK-based International Centre for Financial Regulation, established as an "industry-led project independent of the UK government" to become "an international centre of excellence focused entirely on financial regulation." She will take up her appointment in September 2008. In the meantime, enjoy your time off, Barbara!