SPYKER CARS : GENERAL MOTORS AND SPYKER CARS REACH AGREEMENT ON SAAB

  * GM and Spyker Cars announce a binding agreement over the transfer of
    ownership of Saab
  * Terms are agreed and the deal is expected to close in February
  * Saab's future as an independent company is secured
  * Saab will exit the orderly wind-down process
  * Spyker shareholders will restructure at closure of the deal
  * Swedish Government issues guarantee in favour of EIB


ZEEWOLDE, The Netherlands (26 January, 2010) - General Motors Company and Spyker
Cars N.V, today confirmed the details of a binding agreement over the transfer
of ownership of Saab Automobile AB of Trollhättan, Sweden.  The transaction is
expected to close in February and Saab Automobile will exit the orderly wind
down process in line with that timetable.

The transaction will be accomplished as follows:

  * Spyker acquires from Saab Automobile Investering AB, a subsidiary of General
    Motors ("GM"), all the issued and outstanding ordinary shares in the capital
    of Saab Automobile A.B. ("Saab") for a consideration of USD 74 million
    ("Purchase Price").


  * The Purchase Price will be paid in two instalments. The first instalment of
    USD 50 million will be paid on the date of completion of the transaction,
    expected to take place on or before February 15, 2010 ("the Closing"). The
    second instalment of USD 24 million will be paid on July 15, 2010.


  * The Share Purchase Agreement is subject to the execution of a EUR 400
    million loan agreement between Saab and the European Investment Bank
    ("EIB"), guaranteed by the Swedish Government. Today, the Swedish government
    announced approval of this guarantee. The guarantee is subject to approval
    by the European Commission, which is expected shortly.


  * Upon completion of the transaction GM will retain redeemable preference
    shares of USD 326 million. The preference shares represent less than 1% of
    the voting rights in the capital of Saab. The mandatory redemption date is
    31 December 2016 and Saab has the right to request voluntary redemption at
    any time prior to this date. The preference shares carry a dividend
    entitlement of 6% starting from January 2012, increasing to 12% as from July
    1, 2014. The dividend over 2012 will be added to the principal, but as from
    January 1, 2013 the dividend is payable in cash. Should Saab have
    insufficient distributable reserves to pay the cash dividend it will be
    added to principal increased with a penalty factor.


  * In order to allow Saab to operate on a stand-alone basis outside GM, Saab
    and GM will enter into a number of ancillary agreements. As part of the
    transaction, Spyker intends to negotiate the acquisition of all the
    outstanding shares in Saab Great Britain Limited, the UK distribution,
    marketing and sales company for Saab from General Motors UK Limited.


  * Spyker will issue a corporate guarantee not exceeding USD 10 million for
    Saab's obligations to and for the benefit of the financing company GMAC.


  * Spyker will as soon as practically possible convene a general meeting of
    shareholders to approve the transaction. Spyker obtained irrevocable voting
    undertakings to vote in favour of the transaction representing the voting
    majority of its current shareholders.


  * It is the intention to change the name of Spyker Cars N.V. at that general
    meeting of shareholders to Saab Spyker Automobiles N.V.


  * As back-up financing, Spyker entered into a EUR 150 million Equity Credit
    Line Facility with GEM Global Yield Fund Limited ("GEM") for a term of 3
    years. According to this facility, Spyker may issue shares to GEM at 90 per
    cent of the volume weighted average price of the shares over a period of 15
    trading days following a draw down notice sent to GEM by Spyker. In relation
    to the GEM facility,Spyker has issued to GEM share warrants in respect of
    1,570,000 ordinary shares at an exercise price of EUR 4 per ordinary share.
    The warrants have a 5 year term.


The object of acquisition

  * In spite of media reports that certain parts have already been sold off, the
    object is Saab as a complete entity and going concern with all IP rights,
    trademarks, facilities and other infrastructures. The sale of pre 2003 Saab
    9-3 and current Saab 9-5 technology to BAIC in December 2009 did not result
    in any part of Saab's business being divested or devalued. On the contrary,
    Saab has already started the production of the new generation Saab 9-5 in
    Trollhättan.


  * Both Saab management and Saab GB management prepared an estimated balance
    sheet as at 31 December 2009 for the purpose of this transaction. These
    estimated balance sheets are still subject to final account closing and
    audit procedures.


  * Spyker Cars does not yet have a balance sheet as at 31 December 2009 ready
    for reporting purposes. As such, it would be premature to show a pro-forma
    combined balance sheet for Spyker, Saab and Saab GB as at 31 December 2009.


  * Therefore Spyker only disclose an indicative combined balance sheet of Saab
    and Saab GB as at Closing date based on the estimated balance sheets for
    both entities as at 31 December 2009, adjusted for the impact of the
    transaction items as at Closing date.


  * It should be noted that the indicative closing balance sheet is based on the
    latest estimated balance sheets of both entities by Saab and Saab GB
    management which are subject to final closing and audit procedures and
    therefore subject to change, and does not reflect any potential fair value
    or purchase price allocation adjustments. The indicative closing balance
    sheet should therefore not be considered as the actual closing balance
    sheet, but only as an indication for the assets and liabilities to be
    acquired at closing date.



        (The balance sheet is visible in the PDF version of the report)


  * Saab's and Saab GB's combined revenue amounted to some EUR 1.0 billion in
    2009 (2008: EUR 1.6 billion). Earnings before interest, taxes and
    depreciation amounted to EUR 0.4 billion negative in 2009 (2008: EUR 0.3
    billion negative). In 2009 Saab sold 39.903 cars and produced 20.791 cars
    versus selling 94.751 cars in 2008 and producing 89.086 cars.


RESTRUCTURING AND MANAGEMENT BUY-OUT

As from Closing of the Saab acquisition, the ownership structure of Spyker will
change as follows:

  * Tenaci Capital B.V. ("Tenaci"), a company wholly owned by Mr. V.R. Muller
    has made a successful bid on Mr. V. Antonov's current shareholding in Spyker
    consisting of 4.6 million ordinary shares. As agreed in 2007, when Mr V.
    Antonov acquired his shares in Spyker, Mr. V. Antonov will cause the
    transfer of the priority share to Spyker if and when he would dispose of his
    shareholding. A resolution to cancel the priority share will be proposed at
    the upcoming EGM.


  * Messrs. N. Stancikas, M. Bondars and Mr. V. Antonov will retire as members
    of Spyker's Supervisory Board effective as per the date of Closing.


  * Tenaci will grant to Spyker two loans. One for an amount of USD 25 million
    towards payment of part of the Purchase Price for Saab upon completion of
    the transaction. A second loan for an amount of EUR 57 million for repayment
    of all of Spyker's current outstanding loans to banks and other financial
    institutions controlled directly, or indirectly by Mr. V. Antonov. This loan
    mirrors the existing terms (including the lender's right to convert EUR 9.5
    million into ordinary shares at a conversion price of EUR 4.00 per share).


  * The sale will be subject to customary closing conditions, including receipt
    of applicable regulatory, governmental and court approvals. Other terms and
    conditions specific to the sale are not being disclosed at this time.


  * Victor R. Muller, Spyker's CEO, stated: "We are very much looking forward to
    being part of the next chapter in Saab's illustrious history. Saab is an
    iconic brand that we are honoured to shepherd. We are delighted to have
    secured the jobs and livelihoods of thousands of loyal Saab employees,
    suppliers and dealers and to have given reassurance to the 1.5 million Saab
    drivers and enthusiasts around the world. It was breathtaking to see so much
    support from the global Saab community over the last months which not only
    shows the strength of the brand but also helped us in our relentless
    determination to get the deal done."


  * "Spyker Cars will provide Saab with the backing required to compete as a
    competitive global brand along with an entrepreneurial leadership team
    sensitive to the uniqueness, heritage and individuality of the Saab brand. I
    would like to extend my sincere gratitude to Vladimir Antonov for his
    formidable support during the past two years. His contribution has allowed
    Spyker to get to the point that this transaction was made possible. I also
    want to extend my gratitude to Messrs. Stancikas and Bondars as Members of
    the Supervisory Board. They have made very valuable contributions to our
    company during their respective terms."


  * "Finally I would like to thank the Swedish Government for its constant
    support for our efforts culminating in granting the Guarantee in favour of
    the European Investment Bank today for an EUR 400 Million loan to Saab which
    we hope to secure in the coming weeks."


  * Jan Åke Jonsson, CEO of Saab Automobile AB said:  "It has been a challenging
    15 months for Saab but our global organization has shown a fighting spirit
    that will serve us well going forward.  The agreement with Spyker Cars has
    secured Saab's future and will enable us to maximize the brand's potential
    through an exciting new product line-up with a distinctly Saab character."


  * "Today's news is great for Saab's customers, dealers, suppliers and
    employees around the globe. The level of passion and support shown to Saab
    over recent months has been remarkable and I would like to take this
    opportunity to thank all of those people who continued to believe that Saab
    deserved a future. Now we aim to get back to the execution of our business
    plan and with the continued support of our employees and business partners I
    am confident we will succeed."


  * Nick Reilly, President GM Europe, added: "As a responsible corporate citizen
    in Europe, and throughout the entire period, GM has always had the hope to
    find a positive solution for Saab that would avoid a wind-down of the brand.
    We have worked very hard with many parties, including governments and
    investors, and I'm very pleased that we could come to such a positive
    conclusion that preserves jobs in Sweden and elsewhere. GM will continue to
    support Saab and Spyker Cars on their way forward."


                                     -Ends-

Note for the media, not for publication

For further media information, please contact:

Saab Automobile Press Office
Tel: [phone]

Spyker Cars Europe, PFPR Communications:
Mike Stainton
T: [phone]
M: [phone]
E:[e-mail] 

Tom Housley
T: [phone]
M: [phone]
E:[e-mail] 

Peter Rawlinson
T: [phone]
M: [phone]
E:[e-mail] 

Spyker Cars North America, PCG Campbell:
Shane Smith
T: [phone]
M: [phone]
E:[e-mail] 


The press release (including table) can be downloaded from the following link:



[HUG#1377452]





    Link to PDF version of press release: http://hugin.info/136917/R/1377452/338364.pdf