Press release – INFORMATION ON EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
November 11, 2011 in News
Zeewolde, The Netherlands, 11 November 2011 – Swedish Automobile N.V. (Swan) provides further information regarding the sale of the Saab Auto Group and the Spyker business, including the further consequences for Swan.
1. Sale of the Saab Auto Group
On 28 October 2011, Swan entered into a memorandum of understanding (the MOU) with Zhejiang Youngman Lotus Automobile Co., Ltd.
(Youngman) and Pang Da Automobile Trade Co., Ltd. (Pang Da) for the sale by Swan to Youngman and Pang Da of the shares that Swan holds in Saab Automobile AB (Saab Automobile) and Saab Great Britain Limited (Saab GB) for an aggregate purchase price of EUR 100 million. In terms of the MOU, the total purchase price of EUR 100 million will be paid in the following manner:
• EUR 50 million upon completion of the sale
• 4 instalments of EUR 12.5 million payable on the first, second, third and fourth anniversary of completion of the sale
Final agreement between the parties is subject to a definitive share purchase agreement (SPA) between Swan, Pang Da and Youngman, which will contain certain conditions.
Amongst others, these conditions will include approval of the transaction by the Swedish Government represented by the Swedish National Debt Office (NDO), the European Investment Bank (EIB), General Motors (GM), the National Development and Reform Committee of the People’s Republic of China (NDRC), the shareholders of Swan and several other organisations.
The agreement in principle is that any outstanding intragroup loans and other financial obligations between Swan, on one hand, and Saab Automobile, its subsidiaries and Saab GB (together Saab Auto Group), on the other, will be set off or written off in accordance with applicable law without any actual payment being due and payable. The draft SPA will also be based on the principle that Swan is to be discharged of all Saab-related obligations.
The MOU is valid until November 15, 2011; its validity is also contingent on Saab Automobile remaining in reorganisation. The parties are currently in discussion about the SPA. GM publicly indicated on 7 November last that it will not agree to the continuation of the existing technology licenses or the continued supply of 9-4X vehicles to Saab Automobile following the proposed change in ownership of the Saab Auto Group. Swan and Saab Automobile are currently in discussion with GM. Without the GM consent having first been obtained, it is uncertain whether the parties are in the position to sign an SPA before 15 November of this year .
An important consideration for Swan to enter into the transaction is the commitment of Pang Da and Youngman to provide long term funding to the Saab Auto Group. With Youngman and Pang Da as new partners, the basis for a successful re-start of the Saab Auto Group would be established.
Pang Da and Youngman have assured Swan that their investment in the Saab Auto Group is driven by a business rationale that includes a long-term strategy for the group.
2. Sale of the Spyker business
Swan announced on 29 September 2011 that it had reached conditional agreement with North Street Capital, LP (North Street), a US based private equity firm, to sell to North Street the Spyker sportscar business for a purchase price of approximately EUR 32 million.
Swan is currently in discussions with North Street about the sale of the Spyker business and definitive transaction documentation.
3. Consequences for Swan of the sale of Saab Auto Group and Spyker business
3.1 Use of sale proceeds
If Swan sells the Saab Auto Group and the Spyker business as currently envisaged, the total (net cash) proceeds will amount to EUR 132 million. The exact use of these proceeds depends on the negotiations with the different stakeholders of Swan (i.e. creditors, lenders, etc.). Based on the current situation, the proceeds of the sales will not allow Swan to meet all its liabilities in full. The management of Swan will use its reasonable endeavours to come to a settlement that is acceptable to all its stakeholders, in line with applicable law.
3.2 Future of Swan
The future of Swan will depend on the outcome of the negotiations with the purchasers of the Saab Auto Group (Pang Da and Youngman) and the Spyker business (North Street).
If Swan is not able to complete a sale of the Saab Auto Group or secure further financing for the Saab Auto Group, management will likely not be able to safeguard the continuity of the Saab Auto Group, which will have negative financial implications for Swan and its stakeholders and may result in the bankruptcy of the Saab Group.
If Swan is not able to complete a sale of the Spyker business, Swan may continue the Spyker business, provided that the necessary funding for that business can be obtained.
If Swan were to sell the Saab Group but continues the activities of the Spyker business, as it did before it acquired the Saab Auto Group at the beginning of 2010, it will focus exclusively on the Spyker business.

If both businesses are sold, Swan will consider all of its options (including a voluntary liquidation of Swan).
The fact that the required approvals are not yet secured and that there are currently not yet final binding agreements in place with the purchasers of the Saab Auto Group and the Spyker business leads to uncertainty with respect to the completion of the various transactions described above and thus the future of Swan and any settlement with stakeholders.
Below a best estimate overview of the liabilities of Swan per 31 December 2011 (unaudited):












saabtec said on November 11, 2011
So basically Saab will sell, or vanish? No plan “D” in the making if this sale fails, and no more rabbits?
MAVERICK said on November 11, 2011
In a game of chess there always as to be a final move, the end game. This may be it!
Cant go on forever putting your oppenent in check. Business is like chess. Some players win, some lose
This is a big big chess game with more than 2 players. I stay hopefull because for me it is in all parties interests not to kill Saab. But thats just my humble oppinion. I own a Saab garage in England and it’s impossible to keep going and sustain
the losses we have for the last year. I hope its the answer we all hope and prey for but honestly we need an answer now.
cant go on forever like this with false hope. If its not sorted soon there will be no dealer network left to sell Saabs
DanSaab said on November 11, 2011
How should we think? Is Saab going to survive?? I don’t like what i read recently that even SWAN says that bankruptcy can be possible
dave said on November 11, 2011
This is it, the next days will be the moment of truth. Hoping for the best, but convincing myself that there is a more than likely probability that … I can’t even say it.
MAVERICK said on November 11, 2011
Dont think we can pre empt conclusion. Nothing left to do but prey !! Really hard !!!
DanSaab said on November 11, 2011
Agree!! Hard times…
bpsorrel said on November 11, 2011
Fingers as tightly crossed as I can!!! Please…….Griffin Up!!!!!
Turbine said on November 11, 2011
I think we need a definitive outcome now – too many people have been left literally “hanging” on numerous deals/promises and false starts. I feel for the dealers at the moment – how can they be making ends meet if Saab solus dealerships? Whatever happens I hope the loyal saab dealers get some REAL support should things go well and the sale go through- we dont want to see saab loyalist dealers as “expendable” for the greater good of the saab brand. I have the greatest respect for the dealer network that remains – I only hope your loyalty is paid back ….fourfold !
moose said on November 11, 2011
I wonder what kind of agreements SWAN has in place with it’s creditors. I think it is safe to assume that Saab Auto Group (and it’s properties) are collateral for the loans SWAN has, and now SWAN is saying to the creditors that “liabilities won’t be met in full” in the case that Saab Auto Group is sold.
The reason why I’m wondering this is that if Saab Auto Group acts as a collateral for the loans, SWAN just cannot go ahead and sell it before agreeing about it with all of its creditors. Probably talks with the creditors have already taken place, but this additional step may once again take some time, and delay any deals.