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US and Europe split on GE takeover of Honeywell
By Chris Marsden
21 June 2001
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The proposed $42 billion takeover of Honeywell by the giant
US conglomerate General Electric has become a focus for intensifying
trade antagonisms between the European Union and the US.
General Electric, one of the worlds largest companies,
is the owner of brands such as Hotpoint and is also the worlds
largest maker of jet engines. It employs more than 197,000 workerswith
85,000 in Europe alone.
Honeywell has more than 100,000 employees, and manufactures
products for the aerospace industry, also making industrial automation
and control systems and is a supplier to the automotive sector.
Both companies are listed on the exclusive Dow Jones stock
market index of 30 top firms, but their recent fortunes have differed
widely. In April, Honeywells profits were down 91 percent
and the company announced 6,500 job losses worldwide. In contrast,
GEs profits rose by 16 percent in the first quarter of the
year, despite an economic slowdown, reaching $3.017 billion for
the three-month period.
General Electrics planned takeover of Honeywell was agreed
in October, and would be the largest in industrial history, increasing
GEs size by nearly a third. It was launched after GE broke
up merger talks between Honeywell and United Technologies (UTC)
and faced off competition from US company Tyco and Germanys
Siemens.
US anti-trust investigators approved the GE-Honeywell deal
in May, with the minor proviso that the merged group sold off
a helicopter engine business. But there is little chance that
the European Commission will allow the takeover to go ahead, despite
intense lobbying by the Republican administration in the US.
The Commission is the regulatory body of the European Union
(EU), and can block or force changes to company mergers and takeovers,
even when they are not by European firms. EU law requires that
all companies, regardless of where they are based, notify the
Commission about planned mergers if their combined worldwide annual
sales exceed five billion euros ($4.3 billion) and at least 250
million euros ($215 million) worth of their business is done among
the 15 EU nations.
The Commission has made plain its fears that the combined group
would hold too high a share of the worlds aerospace markets.
GE and Honeywell together would possess a near-monopoly on engines
for large regional jets, and its competitors such as United Technologies
and Rolls Royce have urged regulators to insist on business divestments
and/or restrictions on its marketing. The Commission responded
by drawing up a 140-page statement of objections to the deal,
stating that GE was using its financial might to sway airlines
and aircraft manufacturers to choose GE engines and demanding
the company divest itself of some of its aerospace operations
worth more than $6 billion a year.
If the Commission does decide to block the deal, it will mark
the first time European regulators have rejected a merger between
US companies that has been approved by the US Justice Department.
GEs Chairman Jack Welch met with the EUs Commissioner
for Competition Affairs Mario Monti for two days last week and
proposed to sell off Honeywells aerospace business worth
$2.2billion, far less than the divestitures being demanded by
the Commission. GE said that it was willing to dispose of its
regional jet business and parts of Honeywells avionics systems,
but rejected the EUs request to spin off GE Capital Aviation
Services, or GECAS, the companys highly profitable financial
and airplane leasing arm. Monti said the Commission would be willing
to accept smaller divestments in the aerospace industry, if the
two companies would entertain a structural commitment to
modify the commercial behaviour of GECAS. However GE subsequently
issued a statement declaring it was not optimistic that
its proposal will meet with European regulatory approval.
Welch was barely able to disguise his anger, telling reporters,
I wanted to complete the transaction but we have always
said there is a point at which we wouldnt do the deal. The
Commissions extraordinary demands are far beyond that point.
This shows you are never too old to get surprised. He added
that The European regulators demands exceeded anything
I or our European advisors imagined, and differed sharply from
antitrust counterparts in the US and Canada.
The EU has until July 12 to decide whether to reject the takeover,
but the fact that it was expected to do so helped provoke a sharp
fall in US share prices last week. On June 14, the blue-chip Dow
Jones industrial average tumbled more than 100 points in the first
hour of trading, shortly followed by the Nasdaq composite index.
Falls in Honeywell and GE shares accounted for over a fifth of
the Dows losses and there is a clear danger of bigger losses
to come. Hedge funds and investment banks could face massive losses
if the takeover fails. Risk arbitrageurs, who make money by exploiting
the difference in share prices between two companies involved
in a merger or acquisition by buying shares in the target company,
hold an estimated one-quarter to one-third of outstanding stock
in Honeywell200-300 million shares. A sell off would wipe
out an estimated $3 billion.
During his first visit to Europe last week, US President George
Bush made a special point of expressing his anger at the Commissions
decision. Before giving a major foreign policy speech in the Polish
capital of Warsaw, Bush told reporters, I am concerned that
the Europeans have rejected it [the merger]. He warned that
America has a strong interest in fair treatment of
GE and Honeywell. The presidents remarks were endorsed by
US trade representative Robert Zoellick. The US administration
also raised the GE-Honeywell case at a meeting with EU leaders
in Gothenburg, Sweden.
Commerce Secretary Donald L. Evans, speaking to reporters at
the Paris Air Show last week, urged the Commission to make a more
positive assessment, while Zoellick told reporters that although
the Bush administration did not wish to question the EU Commissions
sovereign powers, Washington was troubled by the apparent impasse
between the Commission and the two companies.
In response, Monti denounced political pressure
from Bush and other members of his administration, and insisted
the merger would be judged strictly on legal and economic merits.
I deplore attempts to misinform the public and to trigger
political intervention, he said. The nationality of
the companies and political considerations have played and will
play no role in the examination of mergers, in this case as in
all others.
Montis statement is disingenuous. Nationality clearly
does matter when dealing with such a massive commercial venture.
A negative decision by the Commission would clearly reinforce
protectionist sentiments in the US and possibly escalate into
a full-scale trade war.
The aerospace industries are a central arena for trade conflicts
between the US and Europe. At the Paris Air Show, Europes
main aircraft manufacturer Airbus announced that it had beaten
off its US rival Boeing to secure a $9.4 billion order for 111
planes from the US-based leasing company ILFC, including a commitment
to buy five A380 super jumbos, which will be capable of carrying
up to 800 people each. Airbuss military division was also
given a memorandum of understanding by EU defence ministers that
they would buy 212 A400Ms, Europes first heavy-lift military
cargo plane for a number of years, with contracts to be signed
at the end of September.
Boeing vice-chairman Harry Stonecipher followed Bushs
statement, accusing Airbus of forcing the European Commissions
hand by opposing the merger of GE and Honeywell. He warned in
an interview with Le Monde newspaper that the dispute could
spread into the commercial arena. The US approved this merger
and if Europe rejects it, what will happen? You dont exactly
become friends, he said. Boeings vice-chairman called
Europes plans to procure more than 200 new transporters
made by Airbus, the A400M, economically absurd when
US planes could be built more cheaply.
Noel Forgeard, Airbus chief executive, responded angrily, stating
that he had held extensive talks with the Commission and Jack
Welch, General Electrics CEO, and had raised no formal objections
to the merger. He accused Stonecipher of threatening the Brussels
competition authorities and of making highly inappropriate
political comments against the French president and Frances
national security.
Republican Senator Phil Gramm told CNBC news, which is part
owned by GE, I think this is something thats troubling,
something we need to look at. Its a very real question what
power the EU should have in dealing with two companies that are
fundamentally American companies. Meanwhile two leading
members of the US Senates antitrust subcommittee, Chairman
Herb Kohl and ranking minority member Mike DeWine, have said they
plan to examine why American and European antitrust officials
reached such different conclusions. They expressed concern about
the effect of the EUs stance on other US businesses, warning
that divergent positions between the EU and America would hinder
the development of free and open markets and will impede efforts
by American companies to expand into the global marketplace.
See Also:
Bush's European tour signals fracturing
of Atlantic Alliance
[19 June 2001]
US Economy
[WSWS Full Coverage]
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