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Britain's Vodafone swallows Germany's Mannesmann
Telecom take-over has far reaching social consequences
By Peter Schwarz
12 February 2000
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"Fortress Germany falls", "the end of Rhenish
capitalism" and "twilight of the gods for Germany Inc."
read the headlines with which the German press commented on the
take-over of Mannesmann by the British mobile telephone enterprise
Vodafone.
Indeed, the take-over of this long-established German enterprise
is not only the largest and probably most expensive merger in
recent economic history, it also has major social consequences.
It strikes a blow against a form of capitalism in which traditional
structures have evolved over a long period of time: now social
partnership and long-term strategies must yield to the short-term
interests of the big shareholders.
"Rhenish capitalism becomes more Anglo-Saxon, and thus
more unpleasant," was how the Süddeutsche Zeitung
summed up the event. "Businesses will be less under the control
of their supervisory boards and the banks, and more directly determined
by the capital market; the voices of politicians and workers'
delegates will be diminished, those of fund managers and analysts
amplified. For company executives, hectic times have set in."
The take-over was confirmed February 4, when the board of directors
and the supervisory board of Mannesmann capitulated after a two-month
battle to fend off a hostile bid from Vodafone, advising shareholders
to exchange their shares for those of the British-based firm.
Vodafone is financing the take-over of Mannesmann by using its
own shares to a total value of approximately $185 billionan
international record. The merged enterprise will have a total
value of $350 billion and will be the fourth largest company in
the world, behind US companies Microsoft, General Electric and
Cisco.
These figures only refer to the company's value on the stock
market, which can change very rapidly, as is well known. Based
on the number of employees (some 27,000 when Mannesmann sheds
its engineering and auto branches, as planned), on turnover ($10
billion) and on profits ($2 billion) there are many companies
that are substantially larger. For example, the chemical conglomerate
Bayer employs almost five times as many workers world-wide, has
three times the turnover and one-and-a-half times the profits
of the merged telecom company. But with a stock market valuation
of $30 billion, it is worth not even a tenth of the share value
of the newly merged firm.
During the take-over battle the stock quotations of both enterprises
rose so that an investor would have to wait several hundred years
to finance the purchase price of the shares from the present level
of profits. The high stock valuation is exclusively based on expectations
that the company's shares will continue to rise. That presupposes
that the fused business will continue to expand. Experts assume
that further take-overs will occur, and that Vodafone's competitors
will also merge. It is anticipated that in few years the lucrative
and rapidly expanding telecommunications market will be controlled
by only five to ten enterprises world-wide.
Estimates are that Mannesmann and Vodafone together spent some
$1 billion on advertisement and consultation fees during the take-over
battle. This sum corresponds to what 280,000 people on social
security in Berlin would receive in six months. The disputed $5
billion for the compensation fund for World War II forced labourers,
which in any event is largely composed of tax proceeds, looks
ridiculously small in view of this sum.
At first sight this enormous expenditure on advertising appears
nonsensical, since it is the large investorsthe investment
funds, financial houses and pension fund managerswho decide
on the take-over. They make their decisions based on economic
data, not advertising slogans, pictures of yuppies, babies and
naked bosoms, as appeared day after day in full-page ads in all
German newspapers.
The fact that Mannesmann boss Klaus Esser and Vodafone boss
Chris Gent (chairman of the Young Conservatives under Thatcher)
nevertheless decided on this expensive campaign shows that they
are quite aware of their role as political pioneers. It was a
matter of overcoming the widespread resistance in German public
opinion to American-style shareholder capitalism.
When Vodafone announced its intention of taking over Mannesmann
last November, it aroused a large amount of political protest.
Amongst others, Federal Chancellor Gerhard Schroeder and Wolfgang
Clement (Prime Minister of North-Rhine Westphalia) expressed their
unease over Vodafone's methods. These protests have since disappeared.
Both Schroeder and Clement have now welcomed the agreement between
the two erstwhile opponents.
The German federal government's tax policy is designed to smooth
the way for more take-overs and mergers of this sort, which will
ultimately lead to a transformation in Germany's industrial landscape.
Tax exemptions on profits from the sale of holdings in joint-stock
companies, announced recently by Finance Minister Hans Eichel,
exceeded the expectations within business circles and unleashed
wide rejoicing among Germany's economic elite.
Henning Schulte-Noelle, chief of the insurance giant Allianz
and one of the most influential German managers, recently told
the Süddeutsche Zeitung his company would now begin
an "active restructuring" of its multibillion-mark holdings.
For years, insurance companies and banks had kept their holdings
because selling them would have incurred high taxes. With the
tax exemption in place, this can now be decided "exclusively
on the basis of business criteria".
The trade union IG Metall, which had initially organised demonstrations
against the Mannesmann take-over, has quickly given way. They
expressed their satisfaction with the assurances of Vodafone's
boss Chris Gent that there would be no job losses at Mannesmann.
In return, Gent said their response expressed a "constructive
attitude".
Apart from nationalist-tinged slogans, the IG Metall does not
have a response to the social consequences of globalisation. As
long as Mannesmann endeavoured to repel the take-over by Vodafone,
the union fully supported company head Klaus Esser and channelled
the justified fears of the workforce behind the German company's
executive board. Once Esser gave way, the union adapted to the
new situationas it always does. Globalisation pulls the
rug from the methods of social partnership with which the unions
previously upheld German capitalism's policy of social equilibrium.
See Also:
The battle for Mannesmann:
the background to Germany's first hostile take-over
[25 November 1999]
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