Contrarian Corpus
short seller other response
2016-08-10 · 91 pages

Ströer SE & Co. KGaA SAX

Muddy Waters publishes the translated transcript of Ströer's June 2016 AGM, where CEO Udo Müller defends the company against MW's short attack amid sharp shareholder questions.

Thesis

This is Muddy Waters' English translation of the Ströer SE & Co. KGaA annual general meeting held in Cologne on June 22, 2016, roughly two months after MW publicly shorted the German out-of-home advertising group. CEO Udo Müller devotes much of his address to rebutting MW's April 21, 2016 report — characterising MW as an 'activist short seller' who borrowed seven to eight million shares, flooded the market, then went on Bloomberg TV to call management 'criminals.' He cites Ernst & Young and Freshfields reviews clearing the company and touts 2015 revenue of €824m (+14%), EBITDA of €208m (+40%) and a 75% dividend hike. Activist retail shareholders including Klein and Kiel press repeatedly on the freeXmedia related-party transaction, the €2.5m advisory fees, Sambara Foundation share transfers, and why management refuses to actually sue MW.

SCQA

Situation

Ströer is Germany's leading out-of-home advertising group, pivoting aggressively into digital media via T-Online and Interactive Media acquisitions; it reported record 2015 results and was trading near €50 before the MW attack.

Complication

On April 21, 2016 Muddy Waters publicly shorted Ströer, alleging related-party self-dealing, creative accounting and governance failures — triggering a share-price crash from €52 to roughly €35 within 45 minutes.

Resolution

Management rejects every allegation, points to EY and Freshfields reviews that cleared the company, declines to sue MW or launch a buyback, and asks shareholders to approve the results, dividend and board slate.

Reward

The share price recovered above €50 within days; all eleven sell-side analysts maintain Buy ratings with an average target of €72.40, roughly 40% above the meeting-day price.

The three reasons

  1. 1

    Ernst & Young and Freshfields reviews found none of MW's allegations substantiated

  2. 2

    MW manipulated the price by flooding the market with 7-8m borrowed shares

  3. 3

    2015 was a record year: revenue +14% to €824m, EBITDA +40%, dividend +75%

KPIs cited

Group revenue 2015
€824m, up 14% YoY
Operational EBITDA 2015
€208m, up 40% YoY
Adjusted profit per share 2015
Up 74% YoY
Free cash flow 2015
€114m, up ~50% YoY
Organic growth 2015
10%
Dividend per share
Raised from €0.40 to €0.70 (+75%)
Q1 2016 revenue
€226m, up ~40% YoY
Q1 2016 operational EBITDA margin
19.7% vs 15.9% prior year
Net debt / dynamic debt ratio
1.1x at year-end 2015; 1.4x at Q1 2016
Analyst coverage
11 of 11 analysts rate Buy; average target €72.40
Share price on April 21, 2016
Fell from €52 to ~€35 within 45 minutes
MW short position (estimated)
7-8 million shares borrowed at ~0.5% fee
freeXmedia / Ströer Interactive transaction costs
€2.5m Ströer-side advisory fees vs €40,000 counterparty-side

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns. Orange cells are present in this deck; neutral cells are not.

Precedents cited

  • Sino-Forest (Chinese company with fabricated forests) — cited by management as the archetypal MW short

Slide gallery ·

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Notes

Unusual format: not a short report but Muddy Waters' English translation of Ströer's ordinary general meeting transcript (~90 pages, two-column verbatim record). MW added its own branded cover, amended ToS and a disclaimer disclosing a continued short position. The bulk of content is CEO Udo Müller's rebuttal of MW's April 21, 2016 short report, followed by lengthy hostile Q&A from retail activists — notably Klein and Kiel — whose questions closely track MW's allegations (freeXmedia/Interactive related-party deal, Sambara Foundation share transfers, €2.5m advisory fees, corporate-governance independence, Turkey operations). Classified document_type='other' and is_primary_material=false because the document's content is management's defence even though MW is the publisher — MW's value-add is the framing/translation rather than a new thesis. No charts, images or slides — pure text transcript, low visual interest but a rich specimen of how a shorted issuer defends itself live at an AGM.