TOKYO -- Volkswagen must sell its shares in estranged partner Suzuki, an international court has decided, ending a nearly four-year battle over a dysfunctional alliance between the two carmakers.
The decision, by the International Court of Arbitration of the International Chamber of Commerce in London, was announced by Suzuki today in a filing to the Tokyo Stock Exchange.
Suzuki received the decision the day before.
“It’s good that a resolution came. I feel refreshed. It’s like clearing a bone stuck in my throat,” Suzuki Chairman Osamu Suzuki said at a hastily called news conference in Tokyo. “I’m very satisfied with the resolution. Through it, Suzuki was able to attain its biggest objective.”
The court also found that the alliance was validly terminated when Suzuki submitted notice of termination on Nov. 18, 2011, Suzuki said in the filing. The termination was effective May 18, 2012.
VW, in a separate Aug. 30 statement, acknowledged the ruling and said it will sell its stake. It added that it expects a positive impact on earnings and liquidity from the sale.
VW said it welcomed “the clarity created by this ruling.”
The decision partially upheld VW’s counterclaim against Suzuki that the Japanese automaker had breached parts of their cooperation agreement, which was inked in late 2009.
“The Tribunal upheld Suzuki’s claim regarding VW’s disposal of its shares in Suzuki and ordered VW to divest forthwith those shares to Suzuki or a third party designated by Suzuki using a method which is reasonably determined by Suzuki,” Suzuki said.
As part of the decision, Suzuki may compensate VW for its breach of agreement, Suzuki said. The amount of any damages will be addressed in another stage of arbitration, it added.
The award ends a standoff that began in November 2011 when the Japanese carmaker took its German partner to the ICC, demanding that VW dispose of its 19.9 percent stake in Suzuki.
In September 2011, Osamu Suzuki held a Tokyo news conference to outline a list of grievances and demand a “divorce” from VW, which he dubbed a “ball and chain.”
It was a remarkable turnaround from just two years earlier in 2009, when Suzuki and VW announced the much-ballyhooed tie-up.
At the time, common wisdom held that it would be a boon to both players. Suzuki would gain access to next-generation, fuel-efficient powertrain technologies and advanced markets while VW would get help tapping India and learn low-cost manufacturing. But in less than two years, the honeymoon came to a halt without the realization of a single joint project.
The dissolution of their alliance raises questions for both companies. VW must now plow ahead independently with its own low-cost emerging car project or possibly seek a new partner to help penetrate India. Meanwhile, it puts Suzuki back in circulation as a possible partner for a bigger global player that can help it with advanced technologies and mature markets.
Suzuki reiterated its announcement from Dec. 9, 2014, that intends to acquire VW’s shares in Suzuki through the ToSTNeT-3 system, a repurchasing channel of the Tokyo Stock Exchange.
Suzuki said it will disclose details regarding the acquisition as soon as they are determined.
“As a result of VW disposing of its shares in Suzuki, there will be a change in our largest shareholder, which is also a major shareholder,” Suzuki said.
It added that the company has no plans to amend its earnings forecast in light of the dissolution and buy-back.
Still pending is the tribunal’s ruling that Suzuki breached elements of the agreement with VW.
“The arbitration court confirmed that Suzuki committed an infringement of the agreement,” VW said in its statement. “Suzuki broke off an ongoing cooperation project at the end of 2010-beginning of 2011 and failed to give Volkswagen last-call rights for the delivery of diesel engines.”
VW said it reserves the right to claim damages against Suzuki.
The disputes between VW and Suzuki were many, from jousting over stake holdings and independence to disagreements about how to engineer cars. A key flashpoint was VW’s decision to apply the equity method to its shares in Suzuki for accounting purposes, an issue that became aired in public in 2011.
The approach raised hackles at Suzuki because it usually applies when a company owns more than 20 percent in an “associate” company and can claim influence over that company.
But both sides also traded barbs about allegedly violating contractual obligations laid out by initial agreement.
In internal Suzuki documents reviewed by Automotive News, Suzuki comes across as growing obsessed with independence, wary of VW’s intentions and sensitive of its stranglehold on India and expertise in emerging markets.
Meanwhile, executives in Wolfsburg seemed eager to learn Suzuki’s winning formula for low-cost cars and enlist the Japanese carmaker’s help in penetrating hard-to-crack India.
But over time, Suzuki seemed to feel that the German juggernaut, with its upper hand in size, financing and global reach, was hoarding its own toolbox of technologies, including details on hybrid drivetrains, which Suzuki so badly coveted.
In the end, Suzuki couldn’t shake the suspicion that VW planned a power grab by acquiring a controlling share in it.
The plot thickened in June, when Osamu Suzuki, the outspoken boss of his namesake carmaker, appointed his son president and likely successor. Some observers wondered whether the company’s stance toward VW might soften with the 85-year-old chief clearly planning succession after nearly four decades at the helm.
After appointing his eldest son, Toshihiro, Osamu Suzuki told reporters at a Tokyo news conference that he had hoped to settle the VW partnership dispute before naming a new president.
“But it is taking so long,” Suzuki said of the arbitration. “So I decided not to wait and announced the management change.”
Suzuki, who simultaneously unveiled a new midterm business plan, told reporters he will stay on as CEO and chairman, helping to handle the VW disagreement through its resolution.
Suzuki partly turned to VW because it recognized its need to shelter under the wing of a global powerhouse.
For years, it had circled wagons with General Motors, which eventually raised its stake in the Japanese company to 20 percent. GM sold its last remaining shares in 2008 as it raced to raise cash on the eve of its bankruptcy.