Elliott Advisors (UK) Statement on thyssenkrupp AG
Funds advised by Elliott Advisors (UK) Limited (“Elliott”) are significant shareholders in thyssenkrupp AG (“thyssenkrupp” or the “Company”).
Elliott notes recent press coverage referencing the contents of a private letter Elliott sent to the thyssenkrupp Supervisory Board yesterday morning. In order to avoid any misunderstandings or misrepresentations of its substance, Elliott is hereby making the full text of the letter public.
The Members of the Supervisory Board
thyssenkrupp Allee 1
18 July 2018
Ladies and Gentlemen,
We note the resignation of Professor Dr. Ulrich Lehner as chairman of the Supervisory Board of thyssenkrupp AG.
When we met with Professor Lehner in Essen on 27th June he and we assured each other of our desire to develop a constructive working relationship. Professor Lehner’s comments in the interview he gave to Die Zeit on 12th July suggest that he did not give those assurances in good faith.
In the course of the interview with Die Zeit Professor Lehner gave his account of the current situation at thyssenkrupp and specifically singled out three shareholders: Krupp-Stiftung, Cevian and Elliott. Against this background, he denounced the behavior of certain ‘activist investors’ as ‘psycho-terror’ and accused them of ‘placing lies in public’, making ‘unjustified requests for resignations’, causing executives to seek ‘psychiatric counselling’ or even going as far as ‘harassing families and neighbours’, concluding that such shareholders are ‘not a benefit’ to the company. Any reasonable reader of this interview would have concluded that he was accusing Elliott of engaging in such behavior. To be clear, any such accusation is categorically untrue and is defamatory. As Professor Lehner could not have had any evidence for such accusations, we assume that he made them maliciously or, at least recklessly.
Our engagement with Professor Lehner and, before him, Dr Hiesinger in respect of thyssenkrupp cannot be described as anything other than the reasonable actions of a responsible, concerned and engaged investor. We have not at any stage, and contrary to Professor Lehner’s comments, demanded a dismantling (‘Zerschlagung’) of thyssenkrupp. Nevertheless, the company should continue to consider any structural evolution, such as the Steel JV, where such changes are determined to be in the interests of all stakeholders. You will be aware that, prior to our meeting with Professor Lehner, we had written to Dr Hiesinger on 24th May indicating our support for the Steel JV while at the same time pointing to analytical indicators that suggested better terms should be achievable in the negotiation. For that reason, we expected the Management Board to have negotiated a better transaction for the benefit of all stakeholders and the final outcome is therefore, from our point of view, very disappointing. The negotiated transaction relinquishes control over one of thyssenkrupp’s key legacy assets, and contributes it to a JV at a value considerably below that which could have been achieved. This view is shared by other investors and stakeholders, and arguably the board, given that the terms of the JV were ultimately amended, albeit insufficiently in our opinion.
We do not know if Professor Lehner’s resignation was required or requested by the Supervisory Board in response to his Die Zeit interview. We would expect that in circumstances where its chairman has made statements that untruthfully disparage shareholders the Supervisory Board would wish to take steps to remedy that situation. We therefore consider that it would be appropriate for the company and the Supervisory Board to distance itself from Professor Lehner’s defamatory remarks by publicly stating that the company does not support them and does not view them as truthful. To the extent the company is in a position to do so, it should take steps to ensure that Professor Lehner publicly withdraws these falsehoods and does not repeat them.
Notwithstanding these recent events, we hope that Professor Lehner’s resignation will now allow Elliott to establish the constructive working relationship with the new chairman and the Supervisory Board that we had hoped to build with him.
In that spirit, we look forward to the appointment of a new Chairman of
the Supervisory Board in the short term and we welcome the appointment
of Guido Kerkhoff as interim CEO, in that it provides some stability to
the group prior to the appointment of a new Chief Executive. However,
this interim period must be kept short so that thyssenkrupp may quickly
be set on a path to prosperity and growth. Shareholders expect an
unbiased search for a new external CEO, driven by what is best for the
company and all of its stakeholders, including shareholders.
Elliott Advisors (UK) Limited
Elliott Management Corporation manages two multi-strategy funds which combined have approximately $35 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.
Elliott Advisors (UK) Limited
Sarah Rajani CFA, +44 (0) 20 3009 1475
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