Members of the executive board of German parts manufacturer Grammer AG have resigned following a major ownership shift in the shareholder structure of the company.
In a 24 Sept statement, the Amberg, Germany-based company said the long-standing CEO of Grammer Hartmut Müller, as well as the chief financial officer (CFO) Gérard Cordonnier, and the chief operating officer (COO) Manfred Pretscher, had announced their plans to resign, citing their contractual change-of-control rights.
The move was in response to the acquisition of a 58.66% stake in Grammer by the Chinese-owned Jiye Auto Parts GmbH on 10 Sept.
Jiye Auto is a part of Ningbo Jifeng automotive group, which was already a 25.56% shareholder in Grammer. The company’s recent successful tender offer raised the total of Jifeng’s shareholding in Grammer to just under 85%.
Grammer had announced earlier in August that 48.45% of its shareholders had accepted Jiye Auto’s offer, meaning Jinfeng would have had a total of 74% share in the company.
“Due to the unexpectedly high acceptance rate of the takeover offer, the shareholder structure has shifted more clearly than expected,” Grammer explained in its 24 Sept release.
“By resigning from my position, I am giving the supervisory board and the major shareholder the possibility of making basic decisions on the company’s future strategy regardless of myself and, in this way, of laying the necessary foundations,” said Hartmut Müller, explaining his decision.
Müller has been central to Grammer’s success in becoming a leading automotive components supplier. He was behind the establishment of the strategic partnership with Ningbo Jifeng and the acquisition of the US automotive components supplier TMD Group earlier in May.
Cordonnier, CFO of Grammer AG since 2015, and Pretscher, COO since 2010, have also informed the supervisory board that they would be leaving the company for “personal reasons”.
The two executives will remain in their positions until the end of the year.
The supervisory board of Grammer has said that it will be filling the positions swiftly.
The company has confirmed that the business combination agreement (BCA) with Jiye Auto Parts will remain in force, regardless of changes to the executive board.
“This agreement contains extensive commitments for the preservation of the Grammer Group’s national and international sites as well as broad-based undertakings towards all employees,” the German automotive supplier said.
The Chinese company made its offer to buy Grammer’s remaining shares at the end of May. The offer reportedly faced disagreement from the company’s biggest shareholder, Cascade International Investment GmbH.
Based on the agreement reached between Grammer and Jifeng on 29 May, Jiye Auto Parts would buy Grammer shares for a total consideration of €61.25, which Grammer said was 19.4% over the closing price of its shares as of 28 May. This would put the value of Grammer at €770m.