- Posted by jbehrendt on May 20, 2009
You have read that last week was decision time, that the board gave permission to continue with the project, to inform the participants of the relevant institutions about the project, and about the need to approve the changes we are suggesting. Today, only one week after the board meeting, the relevant supervisory boards of both companies were informed by the project team about the intended new structure.
For me, this meant a hell of a trip. Having my parents and my sister visiting me in my far-away summer hideaway in Datca, as it was scheduled already half a year ago, I was hoping for a nice and relaxed spring break at the beach with my family, some swimming, some sports, some sunburn, and some raki. This worked out until yesterday - but when the sun started to disappear, around 18.00, I had to disappear as well. I took the car and made a fast trip to Izmir - nearly 400 km away, and 4 hours of driving. And only because the connections from Dalaman to Köln are to bad... from Izmir, you can fly Sunexpress, and the plane (although charter, with place for most of me except of my legs) left in time around midnight, and only 4 hours later, 4.00 AM Turkish time, I felt asleep in my hotel in Cologne.
Fortunately, the presentations were scheduled for 11.00 AM German time, so at least I could sleep and have a nice breakfast, took my slightly damaged suite from the hotel, dressed up as a consultant, and tried to forget sun, beach and raki. In the end, this was not a big problem - we were showing up with 8 people from the project to present a short 40 slides to around 30-40 people from supervisory board, board, etc., etc., which was providing enough distraction from holidays. The outline of the presentation was very similar to the one we had shown last week for the board, just simpler and without the stuff that needed explicit approval by the board. Another good idea seemed to be not to ask for any decision today - it was simply to much, and it is not possible to compress the results of more than one year of work even into a longer presentation. Why are we doing this project and what is its added value, what is the legal and tax structure of the carve-out projects, what exactly will be carved out, what - that seemed to be most relevant - would be the value of the carve-out objects, and the share structure of the new company defined by it, and how will carve-out contracts and the articles of assoociation of the new company be set up - all this was presented in surprisingly short time, within less than one hour. The only issue that brought up some discussion was how the next steps would be - how can the members of the supervisory board get all the relevant information in detail, who can give additional information, can the project team support shareholders with additional information events, etc., etc. The final decisions will be made two to three months later, only after the tax authorities would present their binding information (and may trigger changes in the carve-out object) hopefully until end of June. After that, all documents (carve-out balance sheets, valuation, carve-out contracts) can be updated according to their feedback, and the adjusted carve-out contracts will be submitted to the relevant decisionmakers. Until then, they can check in detail the financial book (which forms the basis of the carve-out balance sheets), first and second valuation reports, the draft carve-out agreements, the draft articles of association, and all other documents being developed in the project (which are a lot).
It went well, no fundamental concerns were expressed, and in the end it will hopefully all go through before the final deadline of 31.8.2009 in order to achieve a backward carve-out as of 1.1.2009. So now, after a short ride in the ICE from Cologne to Frankfurt, I am in a cafe in Frankfurt airport, waiting for another evening flight with Sunexpress, bringing me back to Izmir until midnight - and if my car is still there, and if petrol stations are still open, I can take a more or less nice night trip back through the mountains of Datca, hopefully arriving around 3 or 4 in the morning again at home. Keep fingers crossed that this 3-hour-event was worth 36 hours of travelling - in the end, this is the life of a management consultant.