S
i
emens AG, the industrial conglomerate that owns lighting manufacturer Osram, has confirmed its plans to see its subsidiary listed as a separate company, subject to a shareholder vote.
A plan to conduct an initial public offering (IPO) of Osram shares was finally shelved in July of this year (see below). Instead, Siemens will take a different route, and will spin off 80.5% of Osram’
s
shares to existing Siemens shareholders.
The transaction will result in Siemens’
s
hareholders receiving one Osram share for every ten Siemens shares.
However, Siemens still intends to retain a minority stake in Osram, in which it wants to remain “
a
long-term anchor shareholder.”
T
o this end, Siemens AG will retain a 17% stake in Osram following the spinoff, with the Siemens Pension Trust holding the remaining 2.5%.
An article on the Fox Business website, which predicted the spinoff, said that the stake retained by Siemens is “
b
e
low the amount that allows veto power but enough to ensure a stable minority at shareholder meetings.”
A
lso, remaining below the 20% level gives Siemens the advantage that it will no longer have to include Osram in its financial reporting.
Implementation of the spinoff plans will require the approval of at least three-quarters of existing shareholders. The decision will be made at the Annual Shareholders’
M
eeting on January 23, 2013.