The Lancer Boss saga has been closely scrutinised because it appears to highlight the differences between British and German systems and cultures in a supposedly single market. The latest details confirm that the gap is even wider than was previously thought.
The group finally went into receivership in early April, following the withdrawal of banking facilities for its German subsidiary, Steinbock Boss.
At the time, Sir Neville Bowman-Shaw, company chairman, said Steinbock's bankers and Hamburg group Jungheinrich had tried to strong-arm him into selling Steinbock for DM3 (pounds 1.20). When he refused, Steinbock went into administration, pulling the main group into receivership with it. Jungheinrich has since bought both parts of the group.
It has emerged that Jungheinrich decided to buy Lancer Boss last summer, but did not make an offer until 18 March this year - only three weeks before the all-important Hanover Fair. Robert Bischof, chairman of Jungheinrich GB, said this was because the company was not used to takeovers and 'things don't move very fast in Germany.' The bid came after talks between Jungheinrich and Steinbock's banks, bypassing Sir Neville and his brother Trevor Bowman-Shaw.
It was also, however, a week after the creditor banks had been presented with two other offers, from a management buy-in team backed by Charterhouse, and from the Danish shipping and energy giant AP Moeller. The Moeller bid would also have involved Komatsu of Japan, a long-standing partner of Lancer Boss.
The Moeller offer was accepted, subject only to the formal approval of the German bank boards, but before this was given it withdrew. Robert Bischof, chairman of Jungheinrich GB, believes that it was never actually serious. 'It was an offer without any substance,' he said.
Bernard Bradford of Lancer's main bank, National Westminster, disagrees. 'We believe its proposals were intended to be carried through.'
The Jungheinrich bid, for a 'symbolic amount', was rejected by the German banks. When Mr Bradford flew to discuss further moves with the German banks after the Moeller withdrawal, on 30 March, he was told they had already agreed to sell Steinbock Boss and Lancer's Austrian subsidiary to Jungheinrich for DM3.
The directors in Leighton Buzzard also received this offer and told Jungheinrich they wanted to come to Germany to discuss it. Mr Bowman-Shaw says they were told it was not convenient for them to come before the bid expired on 6 April. 'We said 'if you can't meet us by then, will you extend the offer?' ' he said. 'We wanted the German pool banks to examine the other offers on the table.' The Charterhouse bid had now been joined by one from PruVenture.
The Bowman-Shaws were finally summoned to a meeting in Hamburg on 7 April. No one from Allen and Overy, their London legal firm, could come, but its local associates were instructed to help.
The senior management of Jungheinrich and a representative of the pool banks put pressure on them to sign their shares over. 'We were told we were wasting time,' Mr Bowman-Shaw says. 'We asked for time to get clarification of the offer, but we were told there was no point because if we didn't sign the German banks would remove their facilities.'
The draft agreement was not produced until 10.30pm, and the German lawyer working for Allen and Overy said that he didn't understand it because it was in English.'
At 10.30 the next morning, Steinbock Boss called in the administrator, and later the same day the parent was advised it could not operate without protection and asked for a receiver to be appointed.Reuse content