Saab, Spyker, Pang Da and Youngman enter into MOU

Spyker has announced that it has signed a nonbinding memorandum of understanding (MOU) with Saab, Pang Da and Zhejiang Youngman Lotus Automobile Co.

The MOU includes an equity participation in the total aggregate amount of about EUR 245 million as well as a strategic alliance consisting of a three partite distribution joint venture and a tripartite manufacturing joint venture for Saab-branded and child brand vehicles in China.

On May 16, 2011, Spyker and Saab signed a memorandum of understanding (the May 16 MOU) with Pang Da, China's largest publicly traded automobile distributor with over 1,100 dealerships nationwide. That MOU included a strategic alliance consisting of a 50/50 distribution joint venture (DJV) and a manufacturing joint venture (MJV) for Saab branded vehicles as well as for an MJV owned brand (the so-called 'child brand') in China.

It was agreed that Saab Automobile would have up to 50% in the MJV, with Pang Da and a to-be selected manufacturing partner owning the remaining shares. Pang Da and Saab Automobile have now agreed with Youngman to become the manufacturing partner in the MJV (in which Youngman will take 45% of the shares, Saab 45% and Pang Da 10%) and the DJV in which Youngman will take 33% of the shares, Pang Da 34% and Saab Automobile 33%.

Under the May 16 MOU, Pang Da would take an equity stake in Spyker for a total amount of EUR 65 million, representing 24% of Spyker on a fully diluted basis. With Youngman entering as a new shareholder in Spyker, the equity stake of Pang Da in Spyker will remain at 24 % raising its investment to EUR 109 million. The share price remains at EUR 4.19 per share and Pang Da will have the right to nominate up to two members of the Supervisory Board of Spyker.

Youngman will take a 29.9 % interest in Spyker on a fully diluted basis investing EUR 136 million at EUR 4.19 per share. Youngman will have the right to nominate up to two members of the Supervisory Board of Spyker. Spyker, Saab Automobile, Pang Da and Youngman will set up joint ventures with respect to the manufacturing of Saab branded and child branded vehicles and the distribution of Saab branded and child branded vehicles for the China market. Saab Automobile and Youngman will each have a 45% interest in the manufacturing JV and Panda will hold the remaining 10%. Saab Automobile and Youngman will each have a 33% interest in the distribution JV and Pang Da will hold 34%.

The MOU is non-binding and the transactions following the MOU are subject to agreement on definitive transaction documents and certain conditions, which include consents from certain governmental agencies and third parties.