FAQ to the spin-off Daimler Truck

Q&A spin-off - General

Daimler undergoes a fundamental change in its structure, designed to unlock the full potential of its businesses Mercedes-Benz Cars & Vans and Daimler Trucks & Buses in the future. Due to the spin-off Daimler Truck gains fully independent management, stand-alone corporate governance including an independent Chairman of the Supervisory Board. The company intends to generate value for its shareholders by accelerating the execution of its strategic plans, raising its profitability and driving forward with its development of emissions-free technologies for trucks and buses. Daimler Truck operates in an industry that is facing major technological and structural changes. Given this context, the company is now able to operate most effectively as independent entity, equipped with strong net liquidity and free from the constraints of a conglomerate structure.

The shareholders of Daimler AG (which will be renamed to Mercedes-Benz Group AG in the future) decided by a great majority on the historic realignment of the Daimler AG. The spin-off of the truck and bus business and the subsequent listing of Daimler Truck Holding AG as an independent company on the Frankfurt Stock Exchange were approved by 99.90% of the capital stock represented for the resolution on the extraordinary shareholder meeting on October 1st, 2021.

Due to the spin-off the Daimler Truck business was separated from the Daimler Group and the shareholders of Daimler AG received traded shares of the Daimler Truck Holding AG. After the spin-off Daimler AG holds 35 % of the shares of Daimler Truck Holding AG with 5 % being transferred to the Daimler AG pension trust.

The implementation of the separation by way of a combined spin-off and hive-down under the German Transformation Act was in the best interests of Daimler AG, the Daimler Truck Group and its shareholders. In this respect, in particular the following reasons were decisive:

  • Transaction security: The successful implementation of a combined spin-off and hive-down is not dependent on a positive capital market environment to the same extent as would be the case with a public offering of the shares in the course of an IPO, which would require a disposal of the shares to be placed, and therefore offers a high degree of transaction security. In the context of the spin-off, the stock exchange listing of Daimler Truck Holding AG was proceeded along a clearly defined roadmap that provided both Daimler AG and Daimler Truck Holding AG with a reliable basis for planning.
  • Clarity and room for maneuver with regard to the relationship between Daimler Group and Daimler Truck Group: In the case of a combined spin-off and hive-down, the shareholding of Daimler AG in Daimler Truck Holding AG could be determined with certainty and precision in advance. In the case of an IPO, the size of the shareholding (indirectly) remaining with Daimler AG would have depended on the willingness of the market to assume the shares. The combined spin-off and hive-down and the conclusion of a deconsolidation agreement could thus create certainty at an early stage with regard to the future shareholding structure and the management of the Daimler Truck Group.
  • Furthermore, shareholders invested in the Daimler AG prior to the listing date did not need to invest additional funds for the transaction itself. The Daimler Truck Holding AG shares were allocated automatically to the shareholders, whose shares were held in collective deposit via Clearstream Banking AG, Frankfurt am Main.

Q&A spin-off - Technical

With the spin-off Daimler AG shareholders acquired stakes in Daimler Truck Holding AG. After the spin-off the Daimler Truck Holding AG owns 100% of the shares of the Daimler Truck AG.

International Securities Identification Number (ISIN): DE000DTR0CK8

Wertpapierkennnummer (WKN = German Identification number): DTR0CK

Ticker Symbol: DTG

The split was 2:1. This means for each two shares of Daimler AG you received one share of Daimler Truck Holding AG.

The allocation ratio was mainly determined by the future share capital of Daimler Truck Holding AG, the number of existing shares in Daimler Truck Holding AG and, finally, by the fact that the spin-off relates to a total shareholding of 65 % of the Daimler Truck shares. In the opinion of the legal bodies involved the amount of the share capital of Daimler Truck Holding AG is commensurate with the equity and the expected market capitalization of Daimler Truck Holding AG and also adequately reflects the relative sizes of the transferring and the absorbing legal entity. In determining the share capital and the number of shares, it was taken into account that the future share price of Daimler Truck Holding AG should be within a range which is attractive to both retail and institutional investors.

Due to the allocation ratio of two to one, fractional shares (partial rights) arose in each case where deposit holdings in Daimler shares were not evenly divisible by two. The affected shareholders of Daimler AG received partial rights to one share in Daimler Truck Holding AG. Since, in principle, no shareholder rights can be asserted from partial share rights (cf. § 213 para. 2 AktG), the central settlement agent endeavors, together with the custodian banks, to mediate a settlement between the holders of the partial share rights so that these holders have the opportunity to sell partial rights or to acquire corresponding partial rights in order to increase them to full rights. A rounding off to full share rights (so-called settlement of fractional amounts) requires a corresponding buy or sell order. It is to be expected that in individual cases banks, especially abroad, do not participate in a settlement of fractional amounts or do not accept related orders.

To the extent that orders for rounding off of the partial rights into full rights are not placed or a rounding off into full rights is not possible due to the orders placed, the trustee will, at a point of time still to be determined, consolidate the partial rights to shares in Daimler Truck Holding AG that have been allocated to Daimler shares and have not yet been consolidated into full rights into full rights (shares) in Daimler Truck Holding AG and sell them on the stock exchange. The proceeds of such sale will then be credited to the concerned holders of the partial share rights in proportion to the partial rights attributable to them. The settlement of partial share rights is free of commissions and expenses for entitled shareholders who hold their Daimler shares in securities accounts in Germany. Shareholders holding their Daimler shares in securities accounts abroad may be subject to commissions and expenses based on existing agreements with the depository bank.

The determination of who is a Daimler shareholder for the purposes of the share allocation was made by the depositary banks in the evening on the day on which the spin-off took effect by means of the entry in the commercial register of Daimler AG, on the basis of the respective holdings of Daimler shares in the depositary banks, taking into account open stock exchange transactions. This was on December 9th, 2021.

Daimler AG appointed Deutsche Bank AG, Frankfurt am Main, as trustee pursuant to § 125 sent. 1 in conjunction with § 71 para. 1 UmwG to receive the shares of Daimler Truck Holding AG to be granted and to deliver these to the entitled shareholders of Daimler AG. Prior to the spin-off taking effect, the trustee took possession of the Daimler Truck Holding shares to be issued to the shareholders of Daimler AG and delivered these to such shareholders in a timely manner after the spin-off taking effect in accordance with the share allocation ratio of two to one as stipulated in § 4.1 of the Demerger Agreement.

The shares of Daimler Truck Holding AG were allocated to the entitled shareholders of Daimler AG whose shares were held in collective deposit via Clearstream Banking AG, Frankfurt am Main, in relation to the individual securities accounts in the ratio of two to one by means of a securities account credit by the respective depository bank. In this case, the Daimler shareholders did not need to take any action with regard to the allocation of the shares of Daimler Truck Holding AG – apart from a possible settlement of fractional amounts (partial share rights  compare question & answer above: What happens to Daimler shareholders who hold an odd number of shares?).

No. You received shares of Daimler Truck Holding AG for all your Daimler shares based on the respective deposits on the date when the spin-off took effect, according to the ratio 2:1, irrespective of the bank where the respective securities account was maintained.

The allocation of shares was free of commissions and expenses for Daimler shareholders entitled to allocation who hold their Daimler shares in securities accounts in Germany. Shareholders holding their Daimler shares in securities accounts abroad may be subject to commissions and expenses based on existing agreements with the depository bank

No, the allocation occured automatically after the effectiveness of the spin-off. However, you can decide if you want to sell the Daimler Truck shares after the spin-off or not.

From the first day of trading, the stock price of the Daimler Truck share was determined in regular stock exchange trading and depended on supply of and demand for the shares. The first price of a trading day was determined in an opening auction in the XETRA trading on the Frankfurt Stock Exchange.

Directly after the spin-off took effect, all shares in Daimler Truck Holding AG were admitted to trading on the Regulated Market of the Frankfurt Stock Exchange and also in the sub-segment of the Regulated Market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard).

The planned transaction shall avoid tax disadvantages for Daimler shareholders as far as possible. The tax impact arising from the transaction for Daimler shareholders who are not German residents for tax purposes (non-resident tax payers) is defined by the state of residence and the applicable law in their country. The tax impact for resident tax payers in Germany can be derived in general from the spin-off and hive-down-report which was published by the Board of Management of Daimler AG and Daimler Truck Holding AG (see also cf. 699ff.). According to this the taxation depends among others on the fact if the Daimler shares are either part of business or private assets. In the case of Daimler shares held as private assets and the participation is below 1% it is generally assumed that the transaction is tax-neutral (see also cf. 709ff.). Further information is provided in the listing prospectus (see cf. 18.2.). However, the concrete tax impact depends on the individual situation of each shareholder. We are not able and we are not allowed to make a statement on the concrete tax impact of an individual shareholder. If you have specific questions please contact your tax consultant.

Daimler Truck will be focused on creating value for shareholders. The allocation of the distributable profit will be resolved by the General Meeting. Daimler Truck is targeting a dividend payout ratio of 40%.

Q&A spin-off - Timeline

The listing of Daimler Truck Holding AG took place on December 10th, 2021.

Several legal and organizational prerequisites needed to be fulfilled prior to the spin-off becomes effective. One important milestone for the spin-off of the truck and bus business and the subsequent listing of Daimler Truck Holding AG as an independent company was the approval by the shareholders on the extraordinary shareholder meeting on October 1st, 2021 (consent by 99.90% of the capital stock represented). Another important milestone is the approval of the listing prospectus by the BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht).

Daimler AG retains a minority interest of 35 % in Daimler Truck Holding AG and transfers 5 % to Daimler Pension Trust e.V., a registered association according to German law.

Daimler AG does not intend to completely divest itself of the commercial vehicles business in connection with the separation of the commercial vehicles business, but to support Daimler Truck Holding AG in the upcoming transformation as an anchor shareholder during a longer transitional period and thus to participate in future value enhancement potential at the same time. Since, against this background, Daimler AG considers its future investment in Daimler Truck Holding AG to be a significant investment, it has undertaken vis-à-vis Daimler Truck Holding AG not to dispose of any of the shares in Daimler Truck Holding AG over the period of 36 months after the first day on which the shares in Daimler Truck Holding AG are traded on the Frankfurt Stock Exchange ("Lock-Up Period"). Further information can be found in the listing prospectus of Daimler Truck Holding AG (see cf. 11.1.1.1.3.) or in the spin-off and hive-down-report of Daimler AG and Daimler Truck Holding AG (see cf. 960f.).

We use cookies

We want to make our website more user-friendly and continuously improve it. If you continue to use the website, you agree to the use of cookies.