Exclusive: Thyssenkrupp-Kone elevator merger would trigger legal war - Schindler

2/2 © Reuters. FILE PHOTO: Thyssenkrupp's elevator test tower is pictured in Rottweil 2/2

By Christoph Steitz and Tom Käckenhoff

FRANKFURT/DUESSELDORF, Germany (Reuters) - Swiss elevator maker Schindler (S:SCHP) would embark on an all-out antitrust offensive in the courts to stall any deal to combine Thyssenkrupp's (DE:TKAG) lift division with rival Kone (HE:KNEBV), board member Alfred Schindler told Reuters.

His comments came a day after the deadline for bids for Thyssenkrupp Elevator, with Finland's Kone and three private equity consortia vying to buy it in a deal sources say could be worth up to 17 billion euros ($18.6 billion).

A Kone-Thyssenkrupp Elevator merger would create the world's biggest lift maker, leapfrogging market leader Otis, owned by United Technologies (N:UTX), and Schindler in second place.

"We would probably file lawsuits in Europe, the United States, Canada, China and possibly Australia. These cases would take at least three to four years," said Schindler, who is now chairman emeritus of the company he ran for 26 years.

He said other rivals would probably take legal action too: "You can safely assume that neither Otis nor Schindler will simply accept being driven out."

Thyssenkrupp and Otis declined to comment. A Kone spokeswoman said the company continued to believe there was room for consolidation in the sector.

Shares in Kone fell as much as 3.9% following Schindler's comments to Reuters while Thyssenkrupp rose slightly.

Once a symbol of Germany's industrial power, Thyssenkrupp is struggling with 12.4 billion euros of debt and pension liabilities after years of ill-fated investments and needs to raise money from its prized elevator division to restructure.

Thyssenkrupp's supervisory board is due to meet on Feb. 27 and a decision on the fate of the elevator business could be made then, two people familiar with the matter said.

Besides selling all or part of the business, Thyssenkrupp is also considering an initial public offering, though sources said this option was less likely.

Solely based on bids, Kone and a consortium of Blackstone (N:BX), Carlyle (O:CG) and the Canada Pension Plan Investment Board look best-placed to reach the final round but no decision has been made, the people said.

Kone has made a non-binding bid of 17 billion euros while the consortium has offered about 16 billion. It was not clear whether Kone had improved its earlier offer.

RULES OF WAR

A consortium comprising Advent, Cinven (CINV.UL) and the Abu Dhabi Investment Authority and an alliance between Canada's Brookfield (TO:BAMa) and Singapore's Temasek (TEM.UL) are also in the running, sources have said.

While a sale to Kone would probably raise the most cash for Thyssenkrupp, the beleaguered conglomerate is concerned it could trigger antitrust investigations where the combined company would be a major player, such as Europe and the United States.

"Such a hypothetical takeover would ... have considerable effects on the structure of the relevant markets and most likely lead to significant negative impacts on effective competition in many markets," DICE Consult said in a report https://www.dice-consult.de/content/5-publikationen/1-a-note-on-the-sale-of-thyssenkrupp-s-elevator-and-escalator-business/brief-notice-on-the-takeover-tk_kone.pdf.

Kone has drawn up plans to hand Thyssenkrupp's European assets to private equity firm CVC (CVC.UL) but the European Commission typically prefers industrial buyers that can compete better with the firm offloading assets.

Powerful labor unions, who control half of Thyssenkrupp's supervisory board, oppose any breakup of the business as well as antitrust reviews.

"What Thyssenkrupp needs now is high transaction certainty for the remaining group, not hanging in the balance for 1 to 2 years," said Knut Giesler of IG Metall, Germany's largest union, and vice chairman of Thyssenkrupp Elevator's supervisory board.

Kone is the world's third biggest elevator maker, followed by Thyssenkrupp and Japan's Hitachi (T:6501).

Schindler was the Swiss firm's CEO from 1985 until 2011 and his views carry significant weight as the Schindler and Bonnard families, and related parties, hold 71.1% of the voting rights.

Schindler, who transformed the company into a global player, said it would also intensify its operational efforts to fight a combined Kone and Thyssenkrupp.

"There will be a technology war. It is already ongoing but it will intensify massively," he said, without giving specifics.

"Surprise lies at the heart of any defense strategy. A strategy that you lay out in advance would go against any rule of warfare."