Porsche Automobil Holding SE (DB:PAH3) intended to acquire 25% stake plus one share in Dr. Ing. h.c. F. Porsche AG from Porsche Holding Stuttgart GmbH on September 5, 2022. Porsche Automobil Holding SE entered into a share purchase agreement to acquire 25% stake plus one share in Dr. Ing. h.c. F. Porsche AG from Volkswagen AG) on September 18, 2022. In a related deal, 113,875,000 preferred shares of Dr. Ing. h.c. F. Porsche AG are to be placed with institutional and private investors in the course of the IPO, including 14,853,260 preferred shares (corresponding to 15% of the base offer) to cover possible over-allotments. Under the terms of the share purchase agreement, the consideration will be paid at the placement price of the preferred shares plus a premium of 7.5%. Depending on the final offer price for the preferred shares, the gross proceeds from the transfer of the ordinary shares vary between €9.36 billion and €10.10 billion.

The consideration for the acquisition is decided on September 28, 2022, as approximately €10.1 billion from the sale of 25% plus one ordinary share in the ordinary share capital of Porsche AG to Porsche Automobil Holding SE. This is based on purchase price of €88.69 per ordinary share corresponding to a premium of 7.5% to the IPO placement price for the preferred shares. Porsche SE will finance the acquisition of the ordinary shares in Porsche AG with debt capital of up to €7.9 billion. Currently, Porsche Automobil Holding SE holds approx. 53.3 % of the ordinary share capital and in aggregate approx. 31.9 % of the share capital of Volkswagen AG, with the latter holding 100 % of the shares in Porsche Holding Stuttgart GmbH. Hence, Porsche Automobil Holding SE is deemed to be a related party to transaction. Pursuant to the Share Purchase Agreement, Porsche Automobil Holding SE acquires the ordinary share package from Porsche Holding Stuttgart GmbH in two tranches of 17.5 % (plus one ordinary share) and 7.5 % of the ordinary share capital in Dr. Ing. h.c. F. Porsche AG.

The supervisory board of Porsche SE approved the conclusion of the share purchase agreement on September 18, 2022. The consummation of the share purchase agreement and the transfer of the ordinary shares are still subject to various conditions precedent. The closing of the first tranche is subject to the condition precedent that the preferred shares be fully placed in the course of the IPO within the price range and that the placement shares be delivered in book-entry form against payment of the offer price. The closing of the second tranche of ordinary shares is subject to the condition precedent that the first tranche be closed and that the special dividend of 49 % of the total gross revenue from the placement of the preferred shares (including potential over-allotments) and the sale of the ordinary shares be paid out. Under the Share Purchase Agreement, Volkswagen AG as warrantor provides several warranties to Porsche Automobil Holding SE, putting Porsche Automobil Holding SE substantially in the same position as the future holders of the preferred shares from the IPO. In addition, Volkswagen AG provides a few other warranties that are customary in the market and most of which are limited to Volkswagen AG's positive knowledge. The Goldman Sachs Group, Inc. (NYSE:GS) acted as the financial advisor to Volkswagen. Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) acted as financial advisor to Porsche AG. PJT Partners (Germany) GmbH provided due diligence to Porsche Automobil Holding SE (DB:PAH3).

Porsche Automobil Holding SE (DB:PAH3) completed the acquisition of 25% stake plus one share in Dr. Ing. h.c. F. Porsche AG from Porsche Holding Stuttgart GmbH on January 9, 2023.