Germany's leading shipbuilder, TKMS, gains autonomy
In a significant corporate move, German naval shipbuilder TKMS is set to become an independent, publicly listed company. The spin-off, approved by Thyssenkrupp shareholders at an extraordinary general meeting, will see TKMS AG & Co. KGaA enter the commercial register in mid-October, with an immediate IPO following.
The Supervisory Board of TKMS AG & Co. KGaA will be composed of 10 members, including 4 independent representatives. All members will be elected by the General Meeting of TKMS. However, six out of the ten supervisory board members are expected to be appointed by Thyssenkrupp, the strategic majority shareholder with a 51% stake.
This balance aims to ensure that TKMS can enjoy greater entrepreneurial freedom to grow, while Thyssenkrupp retains significant influence. Critics, such as Hendrik Schmidt of the fund company DWS, have expressed concerns about the promised independence, given the initial questionable nature of the management structure.
The TKMS CEO, Oliver Burkhard, a former Thyssenkrupp labor director, will lead the company. TKMS is the world leader in conventionally powered submarines and also builds frigates and corvettes. The company employs around 8,300 people and has shipyard locations in Kiel, Wismar, Itajaí, Brazil, Hamburg, Bremen, and Emden.
The IPO is intended to make the company's value visible externally, providing direct access to the capital market for investment in new technologies and markets, as stated by Thyssenkrupp's CEO. The remaining 49% of TKMS shares will be transferred to Thyssenkrupp shareholders in proportion to their stake.
The Krupp Foundation, the largest single shareholder of Thyssenkrupp AG, will receive a seat on the TKMS supervisory board. The federal government will have approval and pre-emption rights, as well as the right to propose a member for the TKMS supervisory board. A security agreement is planned between TKMS and the federal government, granting the federal government special information and consultation rights for sensitive activities.
The federal government's acquisition of shares in TKMS is not part of the current plans, but they are open to further dialogue. The independence of the marine division is part of a larger corporate restructuring at Thyssenkrupp, with the intent to set up all four divisions independently and open them up for third-party participation.
Schmidt has called for the supervisory body to be predominantly independently staffed to safeguard the interests of minority shareholders. The composition of the TKMS supervisory board is still undetermined.
Recent orders from Germany, Norway, Israel, and Singapore have boosted TKMS's order backlog to over 18 billion euros. The company has been awarded the construction of the new German research ship 'Polarstern 2' with an order volume of around 1.2 billion euros.
In summary, the spin-off and IPO of TKMS represent a significant step towards the company's independence, while maintaining a balance of majority control by Thyssenkrupp. The new structure aims to support TKMS's growth and competitiveness in the global maritime defense industry.
- The independence of the TKMS supervisory board is crucial for safeguarding the interests of minority shareholders, as highlighted by Hendrik Schmidt of DWS.
- As the world leader in conventionally powered submarines and shipbuilding, TKMS's IPO aims to provide direct access to the capital market for investment in new technologies and markets within the aerospace and finance industries.
