FUNDOS ILIMITADOS, COMPRAS LIMITADAS

German Government and Business Responses to Sovereign Wealth

Rachel Ziemba Aug 29, 2008

Last week, the German cabinet approved a new takeover law which (primarily) has sovereign investors especially those from China and Russia at target. The new law would make it easier to block acquisitions of more than a 25 percent stake in German firms by foreign entities not based in the EU if such a purchase might be deemed to pose a threat to public security or order. This does seem more restrained than previous rumored bills. Germany’s process to implement a takeover law were triggered in part by a Russian bank’s stake in EADS, see here for a summary) and past drafts, which could have blocked other EU member states, were overturned by EU authorities.
German businesses aren’t that happy about the bill even though its thresholds are not necessarily that onerous in comparison to other countries. Many countries and most G10 nations have a threshold above which deals are assessed for security implications. And in many countries (the U.S. for one the barriers for scrutiny are much lower – 5-10%). Other entities assess for competition policy.
This move is reflective of a move towards greater bilateral scrutiny of foreign investment and trade, one prong of a three pronged response to sovereign wealth. With economies slowing there is on the one hand a need for capital and on the other hand asset protectionism maybe a reflex. While it is the regulatory framework financial regulation, ease of doing business and profit expectations that influence investment decisions most, concerns of protectionism could deter investment.
Thomson notes that Temasek’s bid to take over Shipping company Hapag-Lloyd might be an example of a deal that would produce more scrutiny. The Singaporean government investor is one of several bidding for the company whose workers have called on the government to block the takeover.
However, there are clearly some Germany companies seeking out capital or business from sovereign investors – including two that became public this week.
Siemens has reportedly been seeking a Middle Eastern sovereign partner to take more than 3% (the disclosure threshold in Germany). Perhaps attracted by the recent GE/Mubadala deal in which GE gained an investor and a customer (see a past post for more), Siemens might hope to acquire capital and participate in some of the large infrastructure projects planned for the Gulf. Furthermore, a large anchor investor might shield it from activist investors. At the moment the Siemens family with 6% is the only large investor. Of course, for now its not clear that any investors are stepping up to the plate.
Deutsche Bahn, the national railway company just struck a deal with the state of Qatar to build up the Emirates transportation system. The MoU recently signed between the railway and Qatari Diar, the property focused arm wholly owned by the Qatar investment authority, will cover a multi-stage consolidation of Qatar ’s railway.
Both show the increasing role such funds are having with European and American companies – as sovereign investors try to develop expertise, fast-track infrastructure development and diversify from oil.
German car companies are likely also benefiting from some of the $12 billion that the GCC and Jordan have invested in holding car races in auto companies and motor sports related advertising. Abu Dhabi is planning a Ferrari park, its stakes in SR technic and others, Bahrain has its grand prix etc. The FT noted on Sunday that such investment was but one of the ways that GCC countries were branching into sports sponsorship. Perhaps the Olympics are still on the brain. The jury remains still out on the benefits of sports sponsorship, but GCC countries are clearly hoping it will pay off.
On the whole Germany (and most of Continental Europe) has not received as much interest from sovereign investors as the UK or the US… or even Asia for that matter.

Source: Data collected by author. See: What Are GCC funds Buying?, RGE Monitor.

Yet, the Middle East is clearly a growth market for German goods and possibly a capital source too even if the corporate structure may deter. In Forbes, Oliver Drebbing writes that “management of several other large German companies were discussing ways of getting anchor investors, in part to also prevent external financial investors from getting access to technical know-how. At the moment, no German industrial giant such as BASF or BMW has managed to grab a large foreign investor, and most continue to have very a fragmented shareholder structure.”
Europe has been divided on sovereign investors. The UK (and perhaps Switzerland) has been among the most welcoming, while France and Germany have been warier. Perhaps this stems from the economic base of the country. While the UK is increasingly a services based economy and attracting capital is needed, Germans have been wary of foreign acquisitions of the industrial base and some officials even longed for a warchest to fend off unwanted suitors. The EU tried to create a coordinated response to stop member states resorting to actual or perceived protectionism. This culminated in an EU position paper that threw its support behind the IMF’s working group of sovereign funds that is trying to create a code of conduct and share best practices of sovereign wealth management. The EU sought to emphasize though that member states already possessed the ability to protect their national security if not their national industries.
Over the past year many countries, particularly those with less than clear foreign investment regimes have begun reassessing their investment regimes. Australia, Canada, the U.S., France, Germany are among the G10 countries reassessing their rules. Many Emerging markets have done so also. The U.S. has clarified and codified changes in its investment review and lawmakers are taking a closer look at many of the financial oversight and tax policy implications of the regulations. It seems unlikely that any significant tax changes could come to pass before the election – given that there are plenty of tools to block on the grounds of national security.
France has perhaps gone the farthest in Europe – and its law might not quite pass muster with the EU depending on how it is implemented. From Bloomberg: “The French government on Dec. 31 published a decree allowing it to ban foreign investment or takeovers in 11 industries, including computer-network security, casinos and manufacturing of vaccines against bio-terrorist threats.”
Yet some suggest, including the UAE’s central bank governor that barriers abroad, the perception of future barriers (and worries that we may yet to hit bottom) may deter investment – keeping more money at home. While more and more investment is taking place in the MENA region, there are limitations to absorb the capital, especially given global inflationary trends. But sovereign funds may increasingly take their capital to foreign companies that can contribute to domestic economic development – whether it be education, retail, infrastructure or sporting events.
For more on any of this see related past writings including
What Are GCC funds Buying?
GE/Mubadala and a past post
Responses to Sovereign Wealth Funds: Are 'Draconian' Measures on the Way?