Germany steels itself against foreign invasion

t NEWS ANALYSIS Vodafone's hostile bid for Mannesmann has shocked a country where foreign takeovers have been rare
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The Independent Online
GERMANY is in shock. In a country where hostile take-overs are rare, one of the biggest companies has been swooped on. To make things worse, the predator is foreign. The German way of life is under threat, say some outraged commentators.

In many ways they are right. This is, after all, what the doomsayers of globalisation have been predicting. Alien cultures could be kept on a leash in the boardroom for only so long. All these large corporations in Frankfurt and on the Ruhr that have introduced American English in their internal communications in an effort to flaunt their global credentials must have known that the Anglo-Saxon tide would not stop there.

Now it has arrived. Mannesmann, which like almost all German blue-chip firms has been swallowing up foreign companies, has itself become the prey. Vodafone's hostile takeover bid is proving to be the first real test of German industry's place in the global economy.

There have been few hostile takeover bids in German history. Gerhard Cromme, the American-educated boss of Krupp, got away with it once in the early Nineties, simply because no one had been prepared for his brazen raid on Hoesch. But when Mr Cromme, nicknamed "the job-killer", came back years later for Thyssen, he was beaten back.

Not just by Thyssen, but by the banks and other large corporations entangled in the two companies' web of cross-ownership. The two steel giants were made to fuse peacefully. The message was clear: no hostile bids please.

Understandably, not many foreign players have tried where insiders of Deutschland AG failed. The last one to have a go was Pirelli in 1991, launching a raid on German tyre-maker Continental. Pirelli got nowhere.

But German companies are not insular. For years they have been hedging their bets, exporting assets and jobs to strengthen their grip on the world market. The history of Bertelsmann, a German company that is the world's biggest English language book publisher, is one long list of foreign takeovers.

Deutsche Bank, the backbone of Rhenish capitalism with major stakes in many of the biggest German companies, is leading the way out of the home base with its acquisition of Bankers Trust. All the large banks have bought finance houses in the City or on Wall Street.

Industry has not been shy either. Two leading manufacturers, Volkswagen and BMW, fought a duel over Rolls-Royce, and BMW took over Rover.

And Mannesmann itself knows a thing or two about the ruthless aspects of capitalism. The British telecommunications firm Orange acted out the role of the little fish, and Mannesmann played the shark. Now along comes an even bigger British shark, and Mannesmann does not know where to hide.

To Germans, especially those with leftist inclinations, this seems unfair. "The hunt by the world's biggest mobile phone group Vodafone AirTouch for Mannesmann is an expression of the new economic cannibalism which costs jobs and hurts regions," fumed Social Democrat MP Michael Muller.

It was time to rally behind the German company, Mr Muller said. "Otherwise chaotic globalisation would destroy work, social achievements and, ultimately, trust in democracy."

So far, Mr Muller's government colleagues have refrained from commenting on the take-over battle. But one can assume they are not rejoicing.

Nearly two years ago, a regional politician blocked the friendly takeover of the steel giant Preussag Stahl by Austria's Voest Alpine. The politician nationalised the company, arguing that he wanted to save German jobs. He was re-elected with a thumping majority, which paved the way to his triumph in the national elections last year. His name is Gerhard Schroder.

His predecessor, the former chancellor Helmut Kohl, has, however, voiced his misgivings, but in more conservative terms. Saving Mannesmann from foreigners is by no means an exclusively leftist cause.

Anyone trying to keep out British carpet-baggers can count on popular support. The tabloids have already started beating the patriotic drum, targeting Vodafone boss Chris Gent. Despite his love of cricket and fast cars, Mr Gent is described as "unconventional", nothing like the monocled English gent Germans know and love. "He did not study," points out Spiegel. BZ, the Berlin tabloid, asks "Is this the most hostile Englishman?" above Mr Gent's picture.

Contrast Mr Gent with Klaus Esser, the slightly-built Mannesmann boss. He is described as a true man of the world. Mr Esser had studied a lot, including at the Massachusetts Institute of Technology, and has worked as a lawyer in New York. He probably speaks better English than his British nemesis, it is hinted, Above all, he is respected by his peers, and loved by the workforce.

That could be a problem for Vodafone. Should it succeed in acquiring a majority stake in Mannesmann, it would be confronted with a 21-strong supervisory board, 10 of whose members are delegates of the workers' council. One of them is Klaus Zwickel, head of Germany's largest trade union, IG Metall. The workers' council has, in any case, already assured Mannesmann management of its support against Vodafone. But long before the battle moves into this arena, the British raider must clear several hurdles, each designed for the specific purpose of foiling take-overs. Under company rules, a shareholder can command a maximum of 5 per cent of voting rights, irrespective of the size of its stake. In short, 99 per cent of the company will buy you one twentieth of the total vote. The proportion of voting rights required under German law for a takeover is 75 per cent.

The good-ish news for Vodafone is that both the 5 per cent company rule and the 75 per cent law will be phased out next June, as Germany opens its doors a little wider to foreign capital. And since Mannesmann is a very un-German company in that its shares are widely distributed, with 60 per cent already owned by foreigners, the mission is not impossible. The bad news is that under yet another German law, minority share-holders could mount legal challenges, which in theory could drag out the battle for years.

Some influential figures in Germany such as Deutsche Bank's chief economist Norbert Walter are rooting for the invaders. Mr Walter has gone so far as to accuse his compatriots of being "far too nationalistic", and suggested they should take pride when foreigners show interest in their companies.

That is also the view of the leading German financial paper, Handelsblatt. "In the British and American-dominated financial markets [the takeover bid] will be read as proof that `Fortress Germany' has fallen, and the country at Europe's heart has finally said goodbye to `Deutschland AG'," the paper commented. We shall see.

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