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Form SC 13D/A NAVISTAR INTERNATIONAL Filed by: TRATON SE

January 30, 2020 5:21 PM

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
 
 
NAVISTAR INTERNATIONAL CORPORATION
(Name of Issuer)
 
 
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
 
 
63934E108
(CUSIP Number)
 
 

Dr. Klaus Schartel 

TRATON SE

Dachauer Str. 641

80995 München

+49 89 36098 70

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
January 30, 2020
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 

 

 

 

CUSIP No.

 

1. Names of Reporting Persons.
TRATON SE f/k/a Volkswagen Truck & Bus GmbH


2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ 

(b)

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

AF

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6.

Citizenship or Place of Organization

Germany

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

Sole Voting Power

 

8.

 

Shared Voting Power

 

16,629,667 shares of Common Stock*

 

9.

 

Sole Dispositive Power

 

10.

 

Shared Dispositive Power

16,629,667 shares of Common Stock*

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,629,667 shares of Common Stock*

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.

Percent of Class Represented by Amount in Row (11)

16.76%**

 

14.

Type of Reporting Person (See Instructions)

OO

 

 

* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.

 

** Based on 99,235,946 shares of Common Stock outstanding as of November 30, 2019 as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2019.

 

 

 

CUSIP No.

 

1. Names of Reporting Persons.
Volkswagen Aktiengesellschaft

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ 

(b)

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

WC

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6.

Citizenship or Place of Organization

Germany

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

Sole Voting Power

 

8.

 

Shared Voting Power

16,629,667 shares of Common Stock*

 

9.

 

Sole Dispositive Power

 

10.

 

Shared Dispositive Power

16,629,667 shares of Common Stock *

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,629,667 shares of Common Stock *

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.

Percent of Class Represented by Amount in Row (11)

16.76%**

 

14.

Type of Reporting Person (See Instructions)

HC, CO

 

 

* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.

 

** Based on 99,235,946 shares of Common Stock outstanding as of November 30, 2019 as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2019.

 

 

 

Item 1. Security and Issuer

 

This statement constitutes Amendment Number 2 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”, and collectively, with the Original 13D, the “Schedule 13D”) on behalf of the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the Schedule 13D.

 

The Reporting Persons are filing this Amendment No. 2 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors of the Issuer described in Item 4 below.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is hereby supplemented by adding the following paragraph:

 

The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for the cash consideration payable pursuant to the Proposal will be obtained through one or more of bank borrowings, capital markets transactions or an intercompany loan from Volkswagen or one of its affiliates.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby supplemented by adding the following paragraphs:

 

On January 30, 2020, TRATON delivered a letter (the “Proposal Letter”) to the Board of Directors of the Issuer in which TRATON proposed to acquire by merger all of the outstanding shares of the Issuer’s Common Stock, other than any shares held by TRATON or its affiliates, for a purchase price per share of Common Stock of $35 in cash (the “Proposal”). The Proposal is subject to certain conditions, including in particular the conduct of due diligence exercise, the negotiation of a definitive merger agreement and support agreements, the approval of the agreed transaction by the relevant boards at TRATON and at Volkswagen, and the granting of certain regulatory approvals. No assurance can be given that a definitive merger agreement with respect to the Proposal will be entered into or whether the proposed transaction will eventually be consummated. On January 30, 2020, TRATON and Volkswagen each made an “ad-hoc announcement” mandatorily required under European capital markets regulations and issued a press release in connection with the Proposal. The Issuer confirmed that it would raise no objection under certain provisions of the Stockholder Agreement for the filing of this Amendment Number 2 to the Schedule 13D and the making of such filings, including the “ad-hoc announcement” referred to in the prior sentence, or related similar filings in the future.

 

The Proposal could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present Board of Directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Reporting Persons are expected to take actions in furtherance of the Proposal or any amendment thereof.

 

The Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the Proposal; change the terms of the Proposal Letter, including the price, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the Proposal Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.

 

 

 

A copy of the Proposal Letter is filed as Exhibit 7 to this Schedule 13D, and is incorporated by reference into this Item 4. Copies of the ad-hoc-announcements and the press release issued by Volkswagen are filed as Exhibits 8, 9, 10 to this Schedule 13D, and are incorporated by reference into this Item 4.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) is hereby amended with the following:

 

(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are each the beneficial owners of 16,629,667 shares of Common Stock, which represents 16.76% of the shares of Common Stock outstanding based on 99,235,946 shares of Common Stock outstanding as of November 30, 2019 (as reported on the Form 10-K for the fiscal year ended October 31, 2019).

 

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the Proposal and the other matters set forth in Item 4 above.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 7: Proposal Letter, from TRATON SE to the Board of Directors of Navistar International Corporation dated as of January 30, 2020 (filed herewith).

 

Exhibit 8: TRATON SE ad-hoc announcement, dated as of January 30, 2020 (filed herewith).

 

Exhibit 9: Volkswagen AG ad-hoc announcement, dated as of January 30, 2020 (filed herewith).

 

Exhibit 10: Volkswagen AG Press Release, dated as of January 30, 2020 (filed herewith).

 

Exhibit 11: Power of Attorney for Volkswagen AG, dated as of 29 January, 2020 (filed herewith).

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  TRATON SE
   
   
  30 January, 2020
  Date
   
   
  /s/ Andreas Renschler
  Signature
   
   
  Andreas Renschler, Chief Executive Officer
   
   
  30 January, 2020
  Date
   
   
  /s/ Christian Schulz
  Signature
   
   
  Christian Schulz, Chief Financial Officer

 

 

  VOLKSWAGEN AG
   
   
  30 January, 2020
  Date
   
   
  /s/ Andreas Renschler
  Signature
   
   
  Andreas Renschler, Chief Executive Officer of TRATON SE
   
   
  30 January, 2020
  Date
   
   
  /s/ Christian Schulz
  Signature
   
   
  Christian Schulz, Chief Financial Officer of TRATON SE

 

Exhibit 7

 

PRIVILEGED & CONFIDENTIAL

 

January 30, 2020

 

Board of Directors
Navistar International Corporation
2701 Navistar Drive
Lisle, IL 60532 USA

 

Attention: Troy A. Clarke
  Chairman, President and CEO

 

Subject: Proposal

 

Gentlemen:

 

On behalf of TRATON SE (“TRATON”), we would like to emphasize how honored we are to be part of the continued growth and development of Navistar International Corporation (“Navistar” or the “Company”).

 

More specifically, TRATON is very pleased with the progress and execution of its evolving relationship with Navistar in two key complementary areas of cooperation:

 

1.Our purchasing joint venture and related activities have already created significant value for Navistar and its stockholders through the optimization of purchasing terms and conditions based on TRATON’s global volumes; and

 

2.The integration of TRATON’s leading engine technologies in your new range of truck products and our collaboration in various fields of technology shows signs of real promise.

 

However, as you know, the global commercial vehicle market is extremely competitive. We both face an increasing number of highly efficient competitors in various markets across the world. In addition, the combination of regulatory change and technology developments are forcing OEMs to commit very heavy investments to prepare for the future, ranging from new forms of propulsion, autonomous driving technology, as well as connectivity and new business models. Therefore, to reach the next level of performance, TRATON believes that it is in our mutual interest to explore a potential next step. Having systematically reviewed the various alternatives, TRATON’s management and its board have concluded that the logical outcome is the full acquisition of Navistar on mutually acceptable terms and conditions.

 

 

As a practical matter, while we see great potential in a combination, TRATON is acting from a position of strength. We have a strong portfolio of leading brands and products, a global footprint, deep and beneficial partnerships, and an organization committed to excellence across a range of operational and financial metrics. We are experienced on the international stage and have supportive controlling shareholders. In summary, TRATON is well positioned for this next step with Navistar.

 

Next Step Proposal

In light of the foregoing, TRATON hereby respectfully proposes to acquire all outstanding shares of common stock of Navistar not already owned by TRATON at a price of USD 35 per share, in cash.

 

We believe this Proposal offers an attractive premium to Navistar shareholders and fully reflects the intrinsic value of Company’s business and the incremental benefits of the combination.

 

Specifically, the price represents:

 

·A premium of 45% over the Company’s closing share price of USD 24.11 on January 29, 2020 (source: Bloomberg);

 

·A premium of 19% over the Company’s 90-day Volume Weighted Average Price of USD 29.40 as at January 29, 2020 (source: Bloomberg).

 

Furthermore, the all-cash nature of our Proposal provides Navistar’s shareholders with certainty of value, eliminating exposure to the broader economic cycle and stand-alone execution risks.

 

Financing

The acquisition consideration would be 100% cash, to be paid at closing. The Proposal is not subject to any financing contingency.

 

Due Diligence and Next Steps 

As is the ordinary course, our Proposal is subject to due diligence, as well the negotiation of a definitive merger agreement and support agreements with your major stockholders and satisfaction of the conditions to be set forth therein. We are preparing drafts of definitive documentation that we can provide to you at the appropriate time. We are confident that it would be possible to finalize definitive documentation in an expedited manner.

 

 

Approvals and Disclosure

Our Proposal has been reviewed and approved by the highest level of executive management, the Management Boards (Vorstand) and Supervisory Boards (Aufsichtsrat) of both TRATON and the parent company of Volkswagen Group, Volkswagen Aktiengesellschaft (“Volkswagen”).

 

The execution of definitive agreements and the actions taken pursuant thereto would be subject to the approval of the Management Board and the Supervisory Board of TRATON and Volkswagen. An approval by TRATON’s shareholders’ meeting will not be a condition in the transaction documentation.

 

In addition, we expect the proposed transaction to be subject to antitrust and other regulatory filings and waiting periods. We are prepared and would be happy to meet with Navistar’s counsel to address any regulatory questions or concerns they may have.

 

To ensure that our respective shareholders are fully informed about this Proposal, in addition to complying with our disclosure obligations in Germany and Sweden, our intention is to amend our Schedule 13D filing with respect to shares of Navistar and publicly release the text of this letter.

 

For the avoidance of doubt, while TRATON is highly interested in and very much looks forward to this proposed next step transaction, as a stockholder of Navistar, we confirm that we would not vote our Navistar shares in favor of or otherwise support any alternative transaction.

 

In addition, the Next Step Proposal in this letter is an expression of intent only, and shall not create any legally binding obligations. No such obligations shall arise unless and until execution and delivery of mutually acceptable definitive documentation by the parties thereto.

 

Timing

We expect that it would be possible to close the transaction by the end of 2020.

 

Our entire team looks forward to working with the Board of Directors and its legal and financial advisors to complete a transaction that is attractive to Navistar’s non-TRATON shareholders. Should you have any questions regarding this Proposal or should wish to discuss further our interest in pursuing the transaction, please contact:

 

·TRATON SE:

 

oChristian Schulz, CFO, E-mail: [email protected]

 

oDr. Klaus Schartel, General Counsel, E-mail: [email protected]

 

·Counsel: George R. Bason, Jr. and Michael Davis, Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, office: (212) 450-4340/ (212)-450-4184, E-mail: [email protected] / [email protected]

 

 

 

 

 

Very truly yours,

 

TRATON SE

 

/s/ Andreas Renschler   /s/ Christian Schulz
     
Andreas Renschler, CEO   Christian Schulz, CFO

 

 

Exhibit 8

 

 

TRATON submits proposal to acquire all shares in Navistar International Corporation

 

 

Munich, 30 January 2020 – Today, TRATON SE („TRATON“) has submitted to the Board of Directors of the US American truck manufacturer Navistar International Corporation („Navistar”), in which TRATON already holds a share of 16.8%, the proposal to acquire all outstanding shares in Navistar not already owned by TRATON at a price of approx. USD 2.9 bn (USD 35 per Navistar share), in cash. If the proposal is accepted, TRATON will become the sole owner of Navistar. The proposal is in particular subject to TRATON and Navistar agreeing on a merger agreement, the conduct of satisfactory due diligence and the approval of the merger agreement by the boards of TRATON and Volkswagen AG as well as the Board of Directors and the shareholders’ meeting of Navistar.

 

Contact:

 

Rolf Woller
Head of Investor Relations
T +49 162 172 33 62
[email protected]

 

TRATON SE
Dachauer Str. 641
80995 München, Deutschland

 

www.traton.com

 

 

 

Exhibit 9

 

 

TRATON submits proposal to acquire all shares in Navistar International Corporation

 

Wolfsburg, 30 January 2020 - Today, TRATON SE ("TRATON") has submitted to the
Board of Directors of the US American truck manufacturer Navistar International Corporation ("Navistar"), in which TRATON already holds a share of 16.8%, the proposal to acquire all outstanding shares in Navistar not already owned by TRATON at a price of approx. USD 2.9 billion (USD 35 per Navistar share), against cash compensation. Volkswagen AG has signalled its general intention to provide funds for the financing of an offer. If the proposal is accepted, TRATON will become the sole owner of Navistar. The proposal is in particular subject to TRATON and Navistar agreeing on a merger agreement, the conduct of satisfactory due diligence and the approval of the merger agreement by the boards of TRATON and Volkswagen AG as well as the Board of Directors and the shareholders' meeting of Navistar.

 


Helen Beckermann

Head of Volkswagen Group Investor Relations

 

 

 

Exhibit 10

 

 

 

 

Media information

 NO. 28/2020

 

 

TRATON Proposes To Acquire All Outstanding Common Shares Of Navistar For USD 35 Per Share

 

Munich, January 30, 2020 – TRATON SE (“TRATON”), one of the world’s largest commercial vehicle manufacturers, today offered to acquire all of the outstanding shares of common stock of Navistar International Corporation (“Navistar”) (NYSE: NAV) not already owned by TRATON at a price of USD 35 per share in cash. This represents a 45% premium over Navistar’s closing share price of USD 24.11 on January 29, 2020 and a 19% premium over Navistar’s 90-day volume weighted average price of USD 29.40. TRATON currently owns 16.8% of the outstanding common shares of Navistar.

 

Since 2017, TRATON and Navistar have benefitted from a strategic alliance that has delivered significant value to both companies through increased purchasing power and the integration of new technologies. As the global commercial vehicle industry continues to evolve, TRATON believes that the proposed transaction is the logical next step and would result in even greater benefits.

 

If the proposed offer were accepted and the acquisition completed, the combined company would have an enhanced ability to meet the demands of new regulations and rapidly developing technologies in connectivity, propulsion and autonomous driving. Combining TRATON’s leading position in the European and South American markets with Navistar’s presence in North America would create a leader with global reach and complementary capabilities. The transaction would also provide substantial value to Navistar stockholders through an immediate and certain cash premium.

 

“Over the past three years, we have benefitted from a highly collaborative and productive strategic alliance with Navistar. As the market continues to evolve, we believe there are compelling strategic and financial benefits to a full combination of TRATON and Navistar. The proposed transaction would create a leader in commercial vehicles with global scale and a strong portfolio of leading brands and cutting-edge products, technologies and services while delivering immediate and substantial value to Navistar stockholders.” said TRATON Chief Executive Officer Andreas Renschler.

 

 

 

 

 

The proposal, which TRATON expects to be evaluated by the independent directors of Navistar, is subject to certain customary due diligence. Any transaction would be subject to approval by the boards of TRATON and Volkswagen AG and the Board of Directors of Navistar and its stockholders as well as negotiation of a definitive merger agreement and stockholder support agreements with certain major stockholders of Navistar. TRATON expects that the proposed transaction could be closed by the end of 2020.

 

As a significant stockholder of Navistar, TRATON is committed to seeing the proposal completed and would not, in its capacity as a stockholder, support an alternative transaction.

 

 

Volkswagen Corporate Communications | Head of Corporate Communications

Contact Dr Marc Langendorf 

Phone +49-53 61-9-344 74

E-mail [email protected] | www.volkswagen-newsroom.com

 

 

   

TRATON SE | Head of Group Communications & Governmental Relations 

Contact Julia Kroeber-Riel

Telephone +49-152-588 70 900

E-mail [email protected] | www.traton.com

 

 

   

TRATON SE | Business Media Relations

Contact Matthias Karpstein 

Telephone +49-172-360 30 71

E-mail [email protected] | www.traton.com

 

 

 

 

Volkswagen Group of America

Executive Vice President Communications Volkswagen Group of America

Contact Pietro Zollino 

Phone +1-703-364-7016

E-mail [email protected]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

About the Volkswagen Group:

 

The Volkswagen Group, with its headquarters in Wolfsburg, is one of the world’s leading automobile manufacturers and the largest carmaker in Europe. The Group comprises twelve brands from seven European countries: Volkswagen Passenger Cars, Audi, SEAT, ŠKODA, Bentley, Bugatti, Lamborghini, Porsche, Ducati, Volkswagen Commercial Vehicles, Scania and MAN. The passenger car portfolio ranges from small cars all the way to luxury-class vehicles. Ducati offers motorcycles. In the light and heavy commercial vehicles sector, the products include ranges from pick-ups, buses and heavy trucks. Every weekday, 664,496 employees around the globe produce on average 44,567 vehicles, are involved in vehicle-related services or work in other areas of business. The Volkswagen Group sells its vehicles in 153 countries.

 

In 2018, the total number of vehicles supplied to customers by the Group globally was 10,8 million (2017: 10,7 million). The passenger car global market share was 12.3 per cent. In Western Europe 22.0 per cent of all new passenger cars come from the Volkswagen Group. Group sales revenue in 2018 totalled €235.8 billion (2017: €231 billion). Earnings after tax in 2018 amounted to €17.1 billion (2017: €11.6 billion).

 

About TRATON:

 

TRATON SE is a subsidiary of Volkswagen AG and a leading commercial vehicle manufacturer worldwide with its brands MAN, Scania, Volkswagen Caminhões e Ônibus, and RIO. In 2019, TRATON GROUP’s brands sold around 242,000 vehicles in total. Its offering comprises light-duty commercial vehicles, trucks, and buses at 29 production and assembly sites in 17 countries. The Company had a workforce of around 82,700 employees worldwide across its commercial vehicle brands as of December 31, 2019. The Group seeks to transform the transportation system through its products, its services, and as a partner for its customers.  

 

 

Exhibit 11

 

Power of Attorney

 

 

Volkswagen Aktiengesellschaft

 

(the “Principal”)

 

 

a stock corporation incorporated pursuant to the laws of Germany, with its business address at Berliner Ring 2, 38440 Wolfsburg, Germany and registered with the commercial register of the local court of Braunschweig under no. HRB100484

 

 

 

hereby grants power of attorney to

 

 

Andreas Renschler (Chief Executive Officer of TRATON SE)

 

and

 

Christian Schulz (Chief Financial Officer of TRATON SE)

 

(“Attorney(s) in Fact”)

 

 

 

to execute, acting jointly with another authorized signatory of the Principal, for and on behalf of the Principal any and all regulatory and/or securities filings in connection with the acquisition by TRATON SE of shares of common stock, par value $0.10 per share, of Navistar International Corporation (the “Company”), including (i) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, and any amendments, supplements or modifications thereto and (ii) Schedule 13D in accordance with the Act, and the rules and regulations thereunder, and any amendments, supplements or modifications thereto; and

 

to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing.

 

The Attorney(s) in Fact is/are authorised to make all necessary or expedient declarations and carry out all such legal actions in connection with the above.

 

This power of attorney is subject to substantive German law under exclusion of the international conflict of law rules.

 

 

 

This power of attorney expires on 30 June 2020, 24:00 hrs. (CET).

 

Wolfsburg, 29 January, 2020

 

 

 

ppa.   ppa.
     
/s/ Frank Witter   /s/ Jürgen Rittersberger

Name: Frank Witter

 

Name: Jürgen Rittersberger

Title:   CFO

 

Title:   Company Secretary

for Volkswagen Aktiengesellschaft

 

 

for Volkswagen Aktiengesellschaft

 

 

 

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