LONDON - The German automaker Volkswagen faced a fresh setback on Wednesday in its bid to take full control of the Swedish truck maker Scania.
The Swedish pension fund Alecta, which holds about 2 percent of Scania’s capital, became the latest shareholder to reject Volkswagen’s offer, which runs through Friday.
“Scania’s long-term value has not been fully included in the bid,†Ramsey Brufer, the Alecta head of corporate governance, said in an interview on Wednesday. “That is why we said no to this.â€
In February, Volkswagen offered to buy the shares of Scania that it did not already own for 6.7 billion euros, or about $9.3 billion, in an all-cash deal.
Volkswagen, which controls 62.6 percent of the capital of the Swedish company, is seeking to control at least 90 percent of Scania in order to enact so-called squeeze-out provisions, which would allow it to force the remaining shareholders to sell their shares. Volkswagen has been an investor in Scania since 2000 and controls 89.2 percent of the voting rights.
But a committee of Scania’s independent directors urged shareholders last month to reject the offer, saying it undervalued the company. Three other Swedish pension funds that collectively hold more than 2 percent of Scania’s capital also have publicly rejected the deal.
Despite Volkswagen’s large ownership stake, Scania remains an independently managed company. Its board of directors includes several members with ties to Volkswagen, including its chairman, Martin Winterkorn, who is also the chairman of Volkswagen. As a result, a committee of independent directors without ties to Volkswagen was appointed to evaluate the offer.
Volkswagen has offered to pay 200 Swedish kronor, or $30.46, a share for each of its two classes of Scania stock, representing a 53.3 percent premium on its so-called B shares for the 90-day period that ended Feb. 21.
Scania’s B shares were down 4.4 percent, at 175 kronor, in trading in Stockholm on Wednesday afternoon.
Despite the decision by the independent directors, Volkswagen has declined to increase its offer. Volkswagen has said its offer far exceeds “the fundamental stand-alone value of Scania and includes a fair share of the incremental long-term synergy value potential based on a full integration of Scania into the Volkswagen Group.â€
The company wants full control so it can combine Scania with its Volkswagen Commercial Vehicles business and the German truck maker MAN, in which Volkswagen gained full control last year after taking a majority stake in 2011.
Volkswagen has said full integration would eliminate restrictions that have limited its ability to cooperate and engage in joint projects, allowing it to better compete against European rivals like Volvo and Daimler.
