“We want independence” and “no takeover”—these are the slogans repeatedly chanted by well over 3,000 metalworkers. Some have dressed up as Asterix, Obelix, and the Indomitable Ones. Armed with a homemade, inscribed “battle axe” and a battering ram bearing a sign that reads “Autonomy,” they show themselves ready to fight to defend their little village—Salzgitter AG—against outside forces. Some colleagues are wearing the silver coats typical of steelworkers and lighting flares. Posters read: “Hands off Salzgitter AG” and “No takeover.”
Consortium Seeks to Take Control
Well over 3,000 employees from Salzgitter, Peine, Ilsenburg, Duisburg, Dortmund, Düsseldorf, Osnabrück, Zeithain, Hamburg, Hanover, Mühlheim, and many other locations have gathered today for the supervisory board meeting to fight for the independence of Salzgitter AG.
Rally: “Hands off Salzgitter AG.”
Inside the meeting, the supervisory board is now being officially informed of a plan that became public about a month ago: A consortium comprising the GP Günter Papenburg Group and TSR Recycling intends to acquire 45 percent of the shares in Salzgitter AG (SZ AG) plus one share. This would give it economic control over the steel group and a majority of votes at the annual shareholders’ meeting. But how can 45 percent plus one share constitute a majority? It’s possible because SZ AG holds 10 percent of its own shares, and these treasury shares do not carry voting rights in shareholder votes. GP and TSR could thus make strategic decisions without the involvement of the Executive Board or the Supervisory Board. Even the state of Lower Saxony, which holds a large portion of the votes with its 26.5 percent stake, would be unable to prevent this in such a case and would likely be outvoted.
A Takeover Would Undermine Co-determination
A takeover would be dangerous for employees for two reasons. First, Salzgitter AG’s independence has ensured its economic success in the past and protected it from the unrestrained influence of shareholder interests. Second, this independence ensures that SZ AG employees’ working and living conditions are protected by the highest form of co-determination—the Montan co-determination system.
At its core, the coal and steel co-determination system stipulates that the supervisory board is composed of equal numbers of shareholder and employee representatives. This means that votes in the supervisory board cannot, in principle, be passed against the votes of the employer representatives. That would change if the consortium were to acquire the targeted 45 percent of the shares plus one share, as the consortium could then overturn the supervisory board’s votes at the annual general meeting.
A sell-off of Salzgitter AG could be looming
But what decisions might the consortium seek to push through with its voting majority? Hasan Cakir, chairman of the Group Works Council and a member of the Supervisory Board of Salzgitter AG, suspects—following discussions with the Papenburg family—that the consortium has its sights set on the “family silver”: “A key objective is apparently to gain access to the shares in Aurubis AG. Furthermore, we have the impression that certain core parts of Salzgitter AG will be transferred to a new corporate structure. All other parts of the company will fall victim to a sell-off of Salzgitter AG,” says the chairman of the Group Works Council, emphasizing: “Our concerns regarding a new ownership structure have therefore by no means been allayed.”
Ready to Fight Across the Entire Group
Hans-Jürgen Urban, Executive Board Member of IG Metall and Deputy Chairman of the Supervisory Board of Salzgitter AG, explains the next steps: “IG Metall and the Works Council are moving forward with a clear focus in the coming weeks. The criteria by which we will evaluate offers and strategies are: preserving the independence of Salzgitter AG and strong, equal co-determination; preserving the locations, jobs, and good working conditions; and continuing the transformation toward green steel. With this focus, we are prepared, if necessary, to engage in tough conflicts.”
400 union representatives at Salzgitter AG have already passed a resolution opposing the takeover and announced that they will stand up for the employees with unity, strength, perseverance, and a wide range of actions. “We will fight back with all our might. We are ready for a fight across the entire plant,” emphasizes Nils Knierim, head of the union representative body at Salzgitter Flachstahl.
Hasan also sends a clear message: “This takeover threatens our right to co-determination and our working conditions. We will do everything in our power to defend our working conditions and right to co-determination.”
