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MV Agusta: Come clean you old/new Board of Directors

Transparency at work?

Proton chairman Mohammed Azlan Hashim met the press yesterday to "tell all" on the controversial purchase of MV Agusta at 70 million euros (RM367.6 million) and subsequent fire-sale at one euro.

Now, Azlan said Proton Holdings Bhd board was not given full details of the acquisition of the debt-laden MV Agusta Motors SpA (MVAM) when the deal was executed in 2004.

Come clean oh come clean you members of the old and new Board of Directors!

The ball is now volleyed into Mahathir and Mahaleel's court. Stay tuned!

THE STAR StarBiz Wednesday March 29, 2006

Proton chief tells all in controversial Agusta sale
By JAGDEV SINGH SIDHU

SHAH ALAM: Proton Holdings Bhd yesterday revealed the details surrounding the controversial sale of MV Agusta for one euro, saying the Italian motorcycle maker was headed for bankruptcy even after the company bought it and that further support for Agusta would only drag Proton down.

Members of the current board said the previous board which approved the purchase was not fully aware of the terms of the shareholders’ agreement and that Agusta failed to deliver the synergies expected.

“This was a decision that was thoroughly considered. There was urgency in the matter but it was not hasty. It took five months to come to that point and we hired external consultants and lawyers and, looked at the possibility of restructuring Agusta but found out it was not a solution,'' said Proton chairman Datuk Mohammed Azlan Hashim.

In a briefing for the media, Azlan, together with board member Badrul Feisal Abdul Rahman and managing director Syed Zainal Abidin Syed Mohamed Tahir, recounted the process that led to the disposal of Agusta.

First wind

Azlan said the board first got wind of the ongoing troubles at Agusta in early August last year when the Proton representative in Agusta said the Italian company was in dire straits and required additional funding.

The group exco at that time, which was formed to take over the daily running of Proton after former CEO Tengku Mahaleel Tengku Ariff left, decided that a detailed review was needed and Credit Suisse First Boston, along with an Italian law firm, were hired to advise Proton on how to move forward.

“This was also the first time we discovered that in addition to the 70mil euro investment in Agusta (which was to buy a 57.8% stake in Agusta), the Proton group had subsequently injected further sums of money into Agusta,'' said Azlan.

The advances were made through two wholly-owned Proton subsidiaries, Proton Cars UK and Perusahaan Otomobil Nasional Sdn Bhd (PONSB).

Azlan said Proton Cars UK advanced nine million euros to Agusta and PONSB had given a credit line of up to 30 million euros. The PONSB advances, of which 15 million had been drawn down, were structured along the lines of a parts purchase assistance programme.

He said the boards of those subsidiaries that approved the funding basically comprised management and from a governance perspective, the board was empowered to do what it wanted.

CSFB review

CSFB had then done its review of Agusta and what it found was “scary” as it found that the existing business model of Agusta was neither operationally nor financially sustainable.

Agusta was unlikely to deliver significant economies of scale even when integrated with Proton.

“Anything can be made to work but it depends on how much money and time you are prepared to spend. If we want to make it work into an operating cashflow positive position, then we have to be prepared for a substantial backing for an extended period at considerable financial risk. In other words, there is no guarantee,'' he said.

Azlan said the board did not know how long it would take for Agusta to turn around neither how much, in total, it would cost.

Faced with the prospect that Agusta would have to pay 154 million euros (the outstanding debt owed plus a claw back on some of the haircut given by previous creditors) should it fail to meet its scheduled debt payment of 16mil euros at the end of December 2005, Proton had a tough decision to make.

Proton was told by its newly appointed adviser CSFB that for Agusta to continue surviving, it needed 40 million euros in the near term and up to 66 million euros until Agusta is able to support itself.

“This is clearly beyond Proton's means,'' said Azlan. He said those estimates were based on certain assumptions and if any of those were not met, the amount would have been higher.

Problem to turn Agusta around

Another problem the Proton board had to deal with was how to turn around Agusta operationally as the company had lost 120 million euros in the last six years.

“This is a niche product. Average sales were 14,425 units a year over the past six years. The breakeven sales number as computed by CSFB was 43,894,'' said Azlan.

“Even if we had the money to invest and could produce 44,000 bikes, could you sell 44,000 bikes? This is not the more you produce, the more you can sell.

This is not a product that sells like hot cakes. This is a highly specialised product and expensive product. This is the Ferrari of motorbikes. Many people desire a Ferrari but how many people can afford to buy one?'' asked Azlan.

Difficult to restructure

Azlan said when Agusta was found to be in a precarious financial position, the initial approach by the Proton board was to see whether Agusta could be restructured.

He said that route was “extremely difficult” because of restrictions such as veto rights and anti-dilution clauses by minority shareholders, and that the previous management was still entrenched in the company.

With creditors overdue and independent directors at Agusta hinting that perhaps Agusta should be wound up as a bankrupt company, Azlan said the only option then left for Proton to extricate itself from Agusta without spending more cash was to sell its stake in Agusta. But it had to sell that stake to a credible party with financial means.

He said six options were deliberated and only one meant no further capital injection by Proton. That option, which involved pledging Proton's stake to Banca Intessa, was shot down by that bank as they felt the Agusta shares were worthless. Bank Intessa was the financier to Agusta.

The Proton board then asked CSFB to find a buyer before the end of December 2005 so that Proton would not have to pay the 16mil euros debt payment and pour in further funds into Agusta.

New buyer found

By Nov 24, GEVI approached Agusta's management with a proposal to acquire Proton's stake. Azlan said Proton had also obtained a proposal from another company, wishing only to manage Agusta and to take the upside from any recovery but not share the downside risk.

GEVI said it will buy Agusta for one euro and inject 30mil euros in total, with 15mil euros of that as working capital. Proton sold its stake in Agusta to GEVI on March 2, 2006.

With hindsight, Azlan said the vehicle Proton used to acquire the 57.8% stake in Agusta - Proton Capital - was not optimum.

“It was not ring-fenced. Proton Capital was just the conduit that put the money into Agusta. That's why our investment of 70mil euros was exposed. All Proton Capital had was the shares of Agusta instead of acquiring (the assets and liabilities) from Agusta,'' he said.

“Structure is just as important as intention. Nothing has been done post acquisition to realise the intention into reality,'' he added.

Expensive lesson

Looking back, Azlan said the Agusta episode was an expensive lesson for Proton.

“We do not want a recurrence of this. To an extent, the financial loss is damage to Proton,'' he said.

The second lesson from this was the loss opportunity as the amount of money pumped into Agusta - 100 million euros in total - would have been better used at Lotus, which was very much involved in auto manufacturing and engineering.

“They have the capabilities, name and brand. This type of money would be better used in building up that company and the money could have also gone into product development,'' he said.

Better use for money

Syed Zainal said that money lost on Agusta would have enabled Proton to hire engineering companies to develop two platforms for Proton.

“Going forward, we should focus on the real problems, which is coming up with new model variants and strategic alliances. Obviously today, going into this venture would have been a very big drain on our resources both financially and time. Too much time has been spent on Agusta. Lotus should be the real focus point on where to put our energy and resources into as the have styling, design and cars,'' he said.

“Our focus should be on getting back the market share in Malaysia, how to capture the Asean market and deal with the National Automotive Policy.''

Azlan said attempts to communicate Proton's views to Tun Mahathir Mohamad has been made but it has not been able to do so.

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Comments

Proton board not fully aware about the condition of Agusta during the take over?

Yeah, what a cheap excuse to wash your hands...

There have been many rumours and wild guesses. But can anyone really tell me why is TDM still an advisor to Proton?

In summary, Proton is clueless on business on either buying and selling of MV agusta; I think luck is the only things in the mind of the new management.

WTF they hire STUPID consultant? For the debts of MV, any company can use the bankrupt clause on MV Agusta, which force the creditors to slash the interest. The term of multi-millions loan is totally differend than hundredds thousand dollar loans from Joe public. And Bolehan should watch how GEVI play around with the debt terms.

In addition, funds injected to MV are mainly operationals, which can be easily slash by FIRED high position MV personnel(easily slash 10-20 millions of the payroll), closed unprofitable sales point,etc.

BTW, the whole thing doesn't mean TMx2 has any clue on the issue. Remember, TM as the CEO has the time to slash the cost of MV but he didn't execute it.

'I think luck is the only things in the mind of the new management.'

Luck? I don't think so. More like moolahs. When you have a deadline to meet of pumping another 200m Euro into a company which you bought for 70m Euro, I think it's a no-brainer. You either have very, very concrete plans now or you sell the damn thing. So the latter was exercised. Why continue trying to resuscitate a dead horse? Cut your losses and move on.

The second lesson from this was the loss opportunity as the amount of money pumped into Agusta - 100 million euros in total - would have been better used at Lotus, which was very much involved in auto manufacturing and engineering.

“They have the capabilities, name and brand. This type of money would be better used in building up that company and the money could have also gone into product development,'' he said.

I almost bought their excuse, except when they said they should go invest somemore in Lotus, when it's like an open secret that the Lotus investment in itself is a failure.

What has they gained, really? A badge behind GTi? A tweaked suspension? A souped-up car?

Hahahahaha Azlan's finally had to come out and insult the old management. Hehe if the 2 M's had ridden into the sunset quietly, I'm sure Azlan and gang would have quietly let go of the matter too - that's the Malaysian way, ain't it?

But then the 2 M's had to sensationalise the sale and rustle up everybody's curiosity. Now they got egg on their faces and I can't wait to see their response.

Not that I'm complaining - actually I thought it's good that the 2 M's brought up the matter. And my sympathies to them too. If not for them, we wouldn't have the benefit of today's lessons. Hmmm wonder how much Proton paid CSFB for the work.

Here are two comments I made earlier on this issue:

It's not as simple as "I can afford to buy so I buy" or "I believe I can make it work, so I buy"
http://www.jeffooi.com/2006/02/post_3.php#c000750

About transparency - AM Ubaidah, do you think Azlan is lying now when he says "Proton Holdings Bhd board was not given full details of the acquisition" And if the board didn't know full details, could we the laymen even have known 50% of the details?
http://www.jeffooi.com/2006/02/post_3.php#c000806

When money is easy, or at least seems to be so, what is there to worry about throwing a couple of million here and there?

Especially when there is practically zero transparency and accountability so much of the time. Witness Petronas accounts. If everything is above board, why?

And how much was TM given by Proton as the golden handshake when he stepped down? In view of Agusta, for example, did he deserve it?

It has been a hallmark of the Mahathir years to have non-tendered mega-contracts awarded [remember the Malaysia Inc excuse?]. Some of the contracts are still not available for scrutiny even now, despite some MPs making rtepeated requests. If everything is above board, why?

So what will Dr M be remembered for? Bapa Kemodenan, or ? Wait a minute - I think he did say that it does not matter to him how he is remembered. Hmmm.

And least we forget, there was recently the case of a large KTM contract going the way of Scomi without tender. In the name of expediency, konon.

I hope Pak Lah will not let the costly and painful lessons of the Mahathir years - which I think our grandchildren will still be paying for in their time - to be repeated.

Whatever the reason for the KTM case, it should not be the first of more such nonsense.

Malaysia cannot afford it.

more skeletons will come out of Dr. MM's closet that is for sure.Giving money from the poor Malaysians to the rich Italians.That was mahathirism. Best Proton concentrate on building/designing cars. The last one (Chancelor) was a dinosaur from previous era.Lets wait for cars from the new management. No foreign engines please.


I love the way it is being reported in the local press.

NST gave it front page, Star somewhere in biz ...

Go back through several months and one will notice that Star 'abstain' from reporting Malay-related issues and vice-verse.

peace

Crudely & bluntly put, the crux of the matter is that Agusta found a "sucker" in the Proton Board. Stop the blaming game. All the Board members at that time are responsible. Period. If they are men of integrity, all members should resign.

Tun Dr Mahathir wrote the book “The Malay Dilemma” which was condemned and banned when it was released. When I served in the Malay kampungs, and underwent cultural shock and had my first experience in social consciousness, “The Malay Dilemma” was not totally shocking.

It took me a long time to understand Tun Dr Mahathir’s actions when he was PM. I was bombarded by propaganda, lies, deception, rumours, confusion and suspicion. For example, when someone asked for a cut in a project, he said it was for the senior ministry officer, or the Minister, or the PM Dr Mahathir. Who actually pocketed the money?

Many Chinese businessmen said that 10% of many projects went to Dr Mahathir’s coffers. Yet, instead of upholding good business ethics and practices, these same businessmen continued to “pakat” with the “manipulators” all for the sake of “cari makan”. By the way, these “cari makan” businessmen own mansions and luxury cars.

Good intention
• Dr Mahathir and his government created opportunities for the Malays to acquire business skills, financial skills, technical skills, etc.
• Certain people were selected to be leaders of business organizations.
• Their moral duty was to create wealth and to distribute the wealth to their people.

Reality
• Instead of being responsible leaders, they mutated into opportunists and traitors
• Instead of distributing wealth to their people, they kept the wealth for themselves
• Instead of benefiting from the government efforts, the people have been cheated and betrayed

When racial violence broke out in Indonesia not many years ago, friends of my family fled to Malaysia. They bribed to get to the front of queue so that they could get into the plane. They told us they had to hide whenever they ate a meal because their neighbours were dirt poor, and would not hesitate to kill them out of rage.

When they reached KL, they were overwhelmed by the peace and splendour. They had endless praise for Malaysia and for the Prime Minister – Dr Mahathir. They said that if Indonesia had a policy of redistributing wealth, they would have supported it.

Today’s problem is not about race and religion. It is about the decline in morality and the loss of conscience.

The Proton chairman has a moral duty to the people of his race. He has NOT answered the questions posed by the 2TMs.

dignity2u, you speak of how Chinese businessmen goes into cahoots with their Bumiputra counterparts to secure projects and contracts. However, isn't it this the way that most large businesses are conducted in Malaysia? It is all about the know-who and not the know-how. How many times have we seen businessmen who uphold 'good business ethics and practices' (and who are able to quote competitively, I must add) not even making the initial list of companies to be evaluated for certain projects/contracts? So how can you blame them when they are forced to discard whatever ethics and integrity they had in order to survive? Hence doing what they are doing to 'cari makan' is more often out of coercion rather than by choice.

Come to think of it, isn't it so much easier and enjoyable to do business this way? Instead of having to haggle for the best prices from the supplier so that they can compete, businessmen seal their deals over wine, dinner and women. You can say that both parties are at fault, for giving and taking. But do tell, how can one put a stop to this when this is expected? Seriously, how can honest businessmen secure large contracts without being 'dishonest'? These kinda deals happen all over the world, even in industrialised countries. Halliburton and their multi-billion dollar no-bid contracts with the US Govt comes to mind. The only difference is that at most times, those done in industrialised countries are implemented fully to completion. In Malaysia, we end up with half-built police HQs, hospitals which doesn't deserve a CF, etc. etc. I don't condone such unethical business practises. I'm merely reiterating what I have experienced, seen and read.

You also speak of the decline of morality and the loss of conscience. Well, what does the Govt ever do to curb this? Nothing. For example, you don't have to look far. Look at MAS. After making so much losses, what does Munir get? A mere slap on the wrist and he is asked to leave. I also hazard a guess that he received a princely sum of compensation too. What about the stuff we read on the Net about how much he paid for paintings + renos to his office or the MAS building. I read of exorbitant charges for airline meals. If this is true, who is the one signing off the purchase orders and agreeing to these kind of prices? What happened to the police report made against MAS 2 years back about misappropriations in the company? My point is no one is brought to book for any misdoings. When they know that they would not be trialed by the courts or ever brought to justice, these people are willing to 'sell' their morals and conscience. They know that they can get away with it. Plenty of examples out there with the likes of Tajudin Ramli and Munir still living out the lifestyles of the rich and famous, while the hard-earned money of the Average Joe on the streets are used to pay for their misdemeanours. If these people are brought to justice, their successors would think twice about following in the footsteps of their predecessors. But we all know that wouldn't happen in Malaysia. At least not in my lifetime.

You say that the Proton Chairman has the moral duty to explain the sale of MV Agusta to the people. What if the explanation reveals or gives the hint of immoral practices being involved in the buying of MV Agusta? Do you think that the REAL prepatrators would ever be brought to justice? IMO, never. This would be just be regarded as a black splotch of ink in Proton's sordid history.

This is the sad and pathetic truth about Malaysian GLCs. All this plundering of funds is left unchecked and those who are guilty remains scot-free, whilst the innocent suffer and pay for their misdoings.

Mr. Dignity2u,

Fantasy world is for children. I am gonna help you analyse the situation.

“It took me a long time to understand Tun Dr Mahathir’s actions when he was PM. I was bombarded by propaganda, lies, deception, rumours, confusion and suspicion.”

You are definitely right because I think the most capable and authoritative entity that can execute the above line flawlessly is none other than the government.

“For example, when someone asked for a cut in a project, he said it was for the senior ministry officer, or the Minister, or the PM Dr Mahathir. Who actually pocketed the money?”

You are right again, assuming that you “HAVE” working experience in procurement part of the government business. Try take a look at some white elephants, abandoned projects or scenic gigantic, unproductive and wasteful undertaking Who pocket the money? Who want to pocket the money? Who want to pocket the money without exerting any effort or broke a sweat? AP? NEP? VIP?

“Many Chinese businessmen said that 10% of many projects went to Dr Mahathir’s coffers. Yet, instead of upholding good business ethics and practices, these same businessmen continued to “pakat” with the “manipulators” all for the sake of “cari makan”. By the way, these “cari makan” businessmen own mansions and luxury cars.”

You must get your priority right. Who is the leader? Who is the govertment? If current “leader” lead by promoting corruption and you blame the otherwise-have-no-choice follower. You have to play by the rule my friend, or else you are not in the game at all. Who doesn’t want to be rich?

Yes, They own luxury cars and mansions everybody sees, but when they sweat, bleed, plead, cried, seek finance, employ people, get goods and services to the consumer, improve the economy, export oversea etc etc, and nobody see. But the Gomen, the leader, their cronies also driving luxury cars also have great mansion, PLUS private helicopter and jet to move about, no mention? Their 10% cut, goes into their pocket? Benefit rakyat? Improve economy? Help fight corruption my friend, not promote it.

“Good intention
• Dr Mahathir and his government created opportunities for the Malays to acquire business skills, financial skills, technical skills, etc.
• Certain people were selected to be leaders of business organizations.
• Their moral duty was to create wealth and to distribute the wealth to their people.

Reality
• Instead of being responsible leaders, they mutated into opportunists and traitors
• Instead of distributing wealth to their people, they kept the wealth for themselves
• Instead of benefiting from the government efforts, the people have been cheated and betrayed”

Again, I totally agree with you. The plan Mahathir is implementing is flawed since the beginning. Maybe it is meant to be flawed. Intention is only 5%, implementing make things happen. If the gomen really want to help the rakyat, care for the rakyat, make the economy work, they can. Transparency and accountability will improve efficiency. Take a look down south or down under. My question is do they really want?

“When racial violence broke out in Indonesia not many years ago, friends of my family fled to Malaysia. They bribed to get to the front of queue so that they could get into the plane. They told us they had to hide whenever they ate a meal because their neighbours were dirt poor, and would not hesitate to kill them out of rage.
When they reached KL, they were overwhelmed by the peace and splendour. They had endless praise for Malaysia and for the Prime Minister – Dr Mahathir. They said that if Indonesia had a policy of redistributing wealth, they would have supported it.
Today’s problem is not about race and religion. It is about the decline in morality and the loss of conscience.”

I feel ashamed for the Indonesian to have a friend like you. They are in emergency and survival state when the riot broke-out. You do everything and at all cost to stay alive, wouldn’t you? But you condemn your “friend” because they want to stay alive? I hope your friend can see this.

Well. I do have an indonesian friend as well! What a coincident. As soon as, the riot stop, they flew back to Indonesia! Why? They say at first they are impressed with the development, but the policy here are really unfavourable to anyone except that those in favour. The re-distribution of wealth without working for it and denying opportunity for others are resembling communist party or worse, apartheid. Well, that is what he says. I have no comment.

“Today’s problem is not about race and religion. It is about the decline in morality and the loss of conscience.
The Proton chairman has a moral duty to the people of his race. He has NOT answered the questions posed by the 2TMs.”

Yes, I agree with you again, its not about race and religion. Its about equality, its about transparency, its about fairness, its about accountability. Race and religion, most don’t have a choice but born into it.

Moral duty to his race? Hey why drag “race” into this? You just said its not about race? Beside, Proton is a national car, the chairman has moral duty to the nation! Why race? Please explain?

Answer to 2TMs? Why should he? He has no moral or legal obligation to answer them! Instead, he should be answering to the whole 25mil Malaysian! The 2TMs should be the ones, that answer his question on the wasteful Agusta purchase.

Hope you can enlighten us more.

Dear Samarium

Thanks for your response and input. I appreciate your enlightening views.

Dear megahyper

Thanks for your response and input. I appreciate your enlightening views.

Sorry you misunderstood my writing of my family’s friends who sought temporary refuge in Malaysia.

My discussions with them taught me valuable lessons. They enlightened me on things that I took for granted, such as:

• My peaceful multi-racial neighbourhood. I don’t have to be suspicious of my neighbours. I don’t have to fear any attacks.

• My peaceful “teh tarik” chit-chat in the middle of the night. I don’t have to be paranoid about safety and security. I don’t have to be paranoid about mob killings.

I remember their parting words before they returned to Indonesia:

“Malaysia is like a paradise. The people here must make sure it remains a paradise.“

The grass is always greener on the other side of the fence.

Hi Dignity2u,

It’s ok. Just trying to discuss and put things into perspective.

But you sounds more and more like gomen people. You work in certain government department?

I see some emphasis being placed in your points. “Peaceful multi-racial” and “Peaceful teh tarik”. Hmm, I have heard this type of arguments many times…from…somewhere ....hmm....from..government? Yes! They always remind us that. Remind us some event near the end of the 60s era.

Also, they like us to compare with some underdeveloped countries for comparison sake. But once we try compare with some more developed countries, they ask us to leave if we don’t like it here.

We just want things to improve in this country, not the other way round. If you always compare with loser, you will become loser sooner or later, because why should we improve? If you compare with winner, you will think “hey they can do it, we can do it better!”

Excuses, apologist, diversion its all part of losers attitude. Hope these attitude will not spoils the so-called “paradise” in Malaysia in the future. We love Malaysia.

By the way, I can also have my peaceful “teh tarik” and “peaceful multi racial neighbourhood” in many other countries and in the middle of the night, sometimes I don’t even have to worry about being robbed, of snatch thief etc. Some are very near, try down south or down under.

Grass is not always greener on the other side of the fence. Its greener because people put effort to it, nurture it and fertilize it. They don’t stop greening it because they have “peaceful teh tarik” session. They don’t stop because others are less green.

If Malaysia is a paradise to him and Indonesia so kacau, please ask your fren why he leaves? Should have stay and enjoy more peaceful tea tarik.

"They enlightened me on things that I took for granted, such as:

• My peaceful multi-racial neighbourhood. I don’t have to be suspicious of my neighbours. I don’t have to fear any attacks.

• My peaceful “teh tarik” chit-chat in the middle of the night. I don’t have to be paranoid about safety and security. I don’t have to be paranoid about mob killings."

Sorry, dignity2u, I think you and I must live in different countries. (scratches head)

In my country the youth leader of the ruling party brandished a ceremonial weapon at the youth wing's conference while pledging to "defend" an apartheid policy with their blood. And their older counterparts are no better.

Any peace and tolerance is in spite of rather than due to goons like these.

It's really frus for everyone when something like this happen:

When the whole world is trying to compete head-on, trying to outdo each other in getting new market/FDI. Countries try to ditch out everything they have to gain that small extra advantage. It is really frus if certain "group" in the country, keep on harping on dividing whatever little we have more "equally" because they think the country owe them a living and the world owe them a living.

When global competition heats up, citizen in every other nations try to help their countries to be in the forefront but only in malaysia situation is different. Instead The nationalist people, the national car, national everything want it to be the other way around.

And even worse some still harping on a book written 3 decade ago and think its their buku paduan hidup. more than 50% of people here in this forum were not born yet when its written.

I just hope they realised it soon before its too late.

The above argument is applicable to the entity we currently discuss as well.

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