Germany's primary shipyard, TKMS, breaks free from any controlling entities, achieving autonomy.
Thyssenkrupp AG's naval shipbuilding division, TKMS, is set to become an independent entity, listed on the stock market. This move is part of a corporate restructuring at Thyssenkrupp, aimed at giving TKMS greater entrepreneurial freedom.
Supervisory Board Composition
The supervisory board of the newly independent TKMS AG & Co. KGaA will consist of ten members, all elected by the General Meeting of TKMS AG & Co. KGaA. The general partner, TKMS Management AG, will have its own Supervisory Board of six members, largely overlapping with the main supervisory board to ensure coordinated and efficient governance. Notably, this governance structure is not subject to employee co-determination, with employee participation continuing separately through existing committee structures at TKMS GmbH and thyssenkrupp AG.
Ownership Structure
Thyssenkrupp AG will retain a majority of 51% of TKMS shares through a new holding company. The remaining 49% of TKMS shares will be transferred to Thyssenkrupp shareholders in proportion to their stake, making them direct shareholders of TKMS. This hybrid ownership model is intended to combine the flexibility and innovative strength gained from independence with the benefits of support from a strong anchor shareholder.
Impact on the Company’s Independence
The spin-off establishes TKMS AG & Co. KGaA as a publicly listed independent systems provider in the maritime defense market. While Thyssenkrupp AG retains a strategic majority stake of 51%, which ensures strategic steering and stability, 49% of TKMS shares are held by other shareholders. This balance supports TKMS in operating autonomously in a highly sensitive security environment, including managing national security interests through proposed security agreements with the German government.
Key Points
- TKMS, Germany's largest shipbuilder for naval forces, is becoming independent and going public.
- The security agreement between TKMS and the federal government is expected to be concluded by the end of September.
- The Krupp Foundation, the largest single shareholder of Thyssenkrupp AG, will get a seat on TKMS's supervisory board.
- TKMS is the world leader in conventionally powered submarines and also builds frigates and corvettes.
- Marc Tüngler of the German Shareholder Protection Association expressed support for the spin-off, citing potential benefits for corporate management and investment attractiveness.
- The Federal Republic of Germany is open to entering a deeper dialogue about TKMS.
- TKMS employs around 8,300 people and has shipyard locations in Kiel, Wismar, Itajaí, Brazil, Hamburg, Bremen, and Emden.
The spin-off allows TKMS direct access to the capital market, enabling independent investments in new technologies and markets. However, concerns have been raised about the promised independence, with Hendrik Schmidt of DWS criticising the proposed management structure due to a supervisory board predominantly filled by the parent company.
Negotiations with the federal government are ongoing, with Thyssenkrupp prepared to discuss further details. The company currently has an order backlog of over 18 billion euros, including a 1.2 billion euro order for the construction of the new German research ship 'Polarstern 2'.
In summary, TKMS is set to become an independent entity, with a unique governance structure and ownership model designed to combine operational independence with strategic support from Thyssenkrupp. This move is expected to bring exciting opportunities for growth and innovation in the maritime defense sector.
- As part of Thyssenkrupp's corporate restructuring, TKMS will enter the finance industry by becoming a publicly listed company in the stock market, allowing direct access to capital for independent investments in new technologies and markets.
- The aerospace and defense industry may observe increased business opportunities for TKMS, as the company operates autonomously in a sensitive security environment, with national security interests addressed through proposed security agreements with the German government.
