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Scania Panel Recommends Rejecting Volkswagen Offer

LONDON - A committee of Scania’s independent directors said Tuesday that shareholders should reject Volkswagen’s offer to take full control of the Swedish truck maker because the offer undervalues the company.

In February, the German automaker offered to buy the shares it doesn’t already own in Scania for 6.7 billion euros, or about $9.3 billion, in an all-cash deal.

Volkswagen has been an investor in Scania since 2000 and controls 89.2 percent of the voting rights and 62.6 percent of the capital of the Swedish company.

“Scania is a world-leader in its industry and the committee has strong faith in the business plan set out by the company,” said Åsa Thunman, chairman of the independent committee of directors. “Our assessment is that the current offer does not reflect the long-term value of the company and a fair share of the synergies.”

Volkswagen has offered to pay 200 Swedish kroner, or about €22.26 a share, for each of its two classes of Scania stock, representing a 57 percent premium on its so-called A shares for the 90-day period ending Feb. 21.

At a news conference Tuesday, Ms. Thunman said the committee focused on the offer at hand and didn’t pinpoint what would be a more appropriate price.

The deal requires that Volkswagen become the owner of more than 90 percent of the outstanding shares in Scania. Shareholders have until April 25 to decide whether to participate in the offer.

Volkswagen didn’t immediately respond to a request for comment Tuesday.

The decision is a setback for Volkswagen, which hoped the deal will eliminate restrictions that have limited Volkswagen’s ability to cooperate and engage in joint projects.

When it announced its bid last month, Volkswagen said it planned to 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.

Last month, Volkswagen said it expected to achieve at least €650 million of additional operating profit annually with Scania as part of the  integrated commercial vehicles group. But the automaker said it could be 10 years to 15 years before that could be realized because of the long product life cycles in the commercial vehicle industry.