The Takeover Dispute between Schaeffler Group and Continental AG (Case Study)

Goliath against a very rich David

Bachelor Thesis, 2010

60 Pages, Grade: 1,0


Contents of the Case Text

1 An uncertain future

2 Schaeffler Group takes over Continental AG
2.1 Refinancing of the Continental AG
2.2 Continental’s Capital Increase

3 Schaeffler Group
3.1 Genesis of the Schaeffler Group
3.2 Owners/Management

4 Continental AG
4.1 Structure of the Corporation
4.1.1 Automotive Group
4.1.2 Rubber Group
4.2 Genesis of the Continental AG
4.3 Management

5 Automotive Components Industry
5.1 Industry development
5.2 Top Competitors Schaeffler KG
5.3 Top Competitors Continental AG

6 The takeover’s consequences

7 Exhibit

1 An uncertain future

Mistakes in post deal integration can lead to failure. Although Schaeffler enjoyed an excellent legal advice, the group failed to develop a strategy for integrating the two companies. A detailed scenario analysis ("what if...") would maybe set a warning flag.[1]

The deal was right and she insisted on that. Was it bossiness until the bitter end? But what will happen with the group of companies? Maria-Elisabeth Schaeffler's purpose with the acquired Continental AG was still unclear in the office in Hanover. By the end of January 2009 she did not reveal much information in front of Continental's supervisory board. As a guest of the Continental Board, she only stated that people take center stage within Schaeffler hinting only on her good intentions for what was to happen thereafter.[2]

2 Schaeffler Group takes over Continental AG

On 11 July 2008, a team of the Schaeffler Group meets the trio of Continental, Hubertus von Grunberg, Werner Wennemer and CFO Alan Hippe in a conference room of the airport in Frankfurt. Maria-Elisabeth and Georg Schaeffler, CEO Jurgen GeiBinger as well as their lawyer Rolf Korfer communicate to the Continental management that Schaeffler has already secretly hedged access to 36 percent of Continental's shares. (see Exhibit 1) The proud German DAX 30 company is not amused by this move and rejects the unsolicited bid of the smaller family-owned conglomerate with unusually harsh words, alleging that Schaeffler had "secured access to Continental's shares in an unlawful manner". Schaeffler reacts instantly, claiming that its strategy is in full compliance with the law. Germany's financial watchdog decides to launch a probe. However the Federal Financial Supervisory Authority (BaFin) already indicated that Schaeffler did not violate its disclosure obligations.

It seems that the battle is already decided before it even started. Full of anger but at the same time defenseless, Wennemer attacks the family Schaeffler and CEO GeiBinger of being egoistical, autocratic and irresponsible in front of the press a few days later.[3]

On 14 July 2008 Schaeffler Group confirms its interest for the automotive supplier Continental.[4] One day later a takeover offer of EUR 69.37 each share is presented (see Exhibit 2). At the same time it becomes public that Schaeffler Group has already hedged an interest of 36 percent through cash-settled equity swaps (see Exhibit 3).

Wennemer, who took over as CEO at Continental in September, 2001, objected to Schaeffler's use of swaps to secure its stake. "I don't see where the synergies and advantages are," he says at a press conference at Continental's headquarters on July 16. "We can't allow Schaeffler to choke on Continental," he says, because "sooner or later Continental will cease to exist as an independent company."[5] Wennemer states that the bid by closely-held Schaeffler undervalues Continental and lacks strategic rationale.

Continental became vulnerable to a hostile takeover after its share price slumped more than 50 percent due to the enormous purchase of Siemens AG's VDO car components unit in 2007.

In the last several years Continental made enormous acquisitions, which have been hard to swallow. The companies Teves, Temic, Motorola and finally Siemens VDO have been taken over by Continental. This mix of different companies causes a challenging and long way for Schaeffler to get control over this complexity. Additionally, there is a large financial burden with a takeover price of eleven billion euro only for Siemens VDO. Moreover, the financial crisis starts to influence the automotive industry in summer 2008. A large number of employees in this industry have to work with reduced working hours. Supplementary Schaeffler's workforces face considerable staff reductions.[6] On 30 July, Schaeffler raises the bid to EUR 70.12 each share due to legal reasons[7]. On 21 August, Continental AG accepts Schaeffler Group's takeover bid after the offer got raised by 7 percent. Schaeffler increases the offer price to 75 euros a share. This bid values the company at 12.1 billion euros (see Exhibit 2). Schaeffler limits its position to a minority stake of up to 49.99 percent for a period of four years, Continental says in a statement on DGAP newswire on 21 August 2008.[8] Guarantor for protection of all Continentals' shareholders interest is the former German Chancellor Gerhard Schroder.[9] With this takeover the third largest automotive supplier worldwide should be created.[10] "The dispute regarding the public takeover offer has been settled," Hanover-based Continental says in a statement. "Continental will start a new chapter in its history and therefore Chief Executive Officer Manfred Wennemer has asked to be released from his duties,"[11] the company says in a separate statement. On 31 August 2008 Manfred Wennemer is relieved from his task as Chairman of the Board, which he holds since 11 September 2001. His successor becomes Karl-Thomas Neumann. On 12 August 2009 Elmar Degenhart is appointed as new CEO.

After the worldwide slump in share prices in September 2008, caused by the collapse of US-investment bank Lehmann Brothers, the Schaeffler Group gets tendered 90% of Continental's shares to a price of EUR 75.00. Meanwhile the share price plunges down to about EUR 20 for each of Continental's shares. This presents a perfect chance for sellers to escape from the fall of Continental's shares. Based on obligations from the takeover bid Schaeffler has to accept the offered shares. All shares over Schaeffler's maximum participation of 49.99 percent are handed on to participating banks. As a result, Schaeffler has higher outstanding debts as planned and Continental AG is only worth one quarter of its former value in the beginning of 2009.[12] Maria-Elisabeth Schaeffler is speechless. She means, "That was absolutely not pleasant"[13]. On the weekend when Lehmann-Brothers crashes, Mrs. Schaeffler has an advisory board meeting in Buhl. The telephone line to Commerzbank boss Martin Blessing, one of her decisive bankers, runs hot. But she states that her motivation to persevere never falters. She says, "There are always backlashes in life. However, there will be a way, we will go this way and we will overcome this way".[14] Maria-Elisabeth and her son Georg Schaeffler present themselves in a good temper. "Panic is a bad advisor, therefore you see me quite relaxed,"[15] says the junior, a lawyer with 80 percent of Schaeffler Group's shares. Thereupon von Grunberg and the new Continental boss Karl-Thomas Neumann present a rescue plan to the Schaeffler family. The automotive divisions of both companies should be merged and the remaining parts split off. Additionally, a capital increase will make its economical viability possible. The benefit to the Schaeffler Group is that they can retain their profitable industrial business. However, on the other hand they would just hold a minority in the automotive business. In addition, GeiBinger and Korfer should keep out of the automotive sector. The circle even discussed how to communicate to Jurgen GeiBinger the message. Maria-Elisabeth Schaeffler asks for time to think over it. But when GeiBinger calls von Grunberg a few days later, the situation is clear: the Schaeffler Group rejects the offer.[16] An intensive quarrel starts between the chairman of Continental's supervisory board, Hubertus von Grunberg and the CEO of the Schaeffler Group Jurgen GeiBinger. Since Schaeffler had acquired the factual majority stake in Continental AG, von Grunberg withdraws on 24 January 2009 from his position. His successor as chairman of the supervisory board becomes Schaeffler advisor Rolf Korfer, a lawyer and specialist in mergers. Von Grunberg remains on the board as a common member. Schaeffler's prospective representations in Continentals supervisory board are its owners Maria- Elisabeth and Georg Schaeffler as well as Rolf Korfer, Jurgen GeiBinger and CFO Klaus Rosenfeld. Moreover, they enforce to divest Continental's tire division.[17]

In January 2009, Maria-Elisabeth Schaeffler participates as a guest of the Continental supervisory board with her son who affirms at this meeting, that they do not come as a supplicant. However, during this time Maria-Elisabeth Schaeffler negotiated already with politicians for a bailout plan.[18] By the end of January 2009, Continental and Schaeffler try to receive governmental support for the continuation of their amalgamation. Together they have debts of about EUR 21.5 billion (Continental: 9.5, Schaeffler: 12; December 2009).[19] The provincial governments of Lower Saxony and Bavaria discuss a rescue plan of approximately EUR 500 million.[20] Four billion euros are demanded from the federal government, but as a guarantee. However, politicians reckon that within short time real money will probably have to flow.

Meanwhile, the Group is highly indebted. Even an entire divesture would not be sufficient to pay back all debt. Solely because the five creditor banks want to avoid depreciation, the Schaeffler group is still in its family's hand. Partly the group is not able anymore to pay back the monthly credit interest of EUR 70 million. But the banks do not ax Schaeffler's funds. Instead they provide an additional loan of one billion euro. They want to gain time for Schaeffler, but also for themselves.

Where does Mrs. Schaeffler get her confidence that everything will go well finally? From where does she get her fighting spirit? Anybody who met her is impressed - this woman has power like a firework, which will not be burned quickly. "I am religious", she states. "That gives me energy. But I am also positive about the people around me and believe that we are on the right path. And therefore I think that we will find a solution. When I think back nine months, we received nothing but praise and enthusiasm. Now, in retrospect, everybody knows it better."[21]

One of the main reasons for Schaeffler's expansion are the enormous research and development costs that need to be made in the automotive sector. Smaller companies hardly can afford them. The pressure for innovative and energy efficient solutions is rising with ascending oil prices and the increasing importance of climate change, (see Exhibit 4) Car manufacturers face these challenges with alliances with their suppliers,[22] Important advantages can be generated, in particularly by connecting Schaeffler Group's mechanical expertise with the know­how in electronics of Continental. Synergies are seen to be made in the area of engine and transmission technologies, as well as to the electrification of powertrain. Furthermore there will be technological synergies in the development of chassis systems.

There are already existing cooperations between the two companies in procurement and the turbo-charger systems business. They also collaborate in the fields of injector systems and transmission electronics.[23] Continental and Schaeffler have a 13-year-old joint venture to produce timing belts for cars. Volkswagen AG, Europe's biggest carmaker, is the largest customer of both manufacturers and has backed the merger.[24]

2.1 Refinancing of the Continental AG

On 19 December 2009, Continental AG completes the first significant part of its funding package with the aim of improving the company's finance and capital structure. In this process, important changes to the existing credit agreements are made. The package and a "Forward Start Facility" (FSF) enable the repayment of the loan installment, due in August 2010, at the amount of EUR 3.5 billion.[25] At the same time the international automotive supplier receives binding commitments from its banks for the FSF. After the signing of the relevant credit agreements, Continental announces that the proposed EUR 2.5 billion were oversubscribed.26

2.2 Continental's Capital Increase

On 6 January 2010, Continental AG realizes its announced capital increase with a strike price of EUR 35 per each new share. With this step, Continental will achieve proceeds of EUR 1.085 billion.27 The capital increase is part of a financial restructuring at Continental. The decision evoked a dispute lasting for months, between Continental and the major shareholder Schaeffler. The latter one feared that its share on Continental could be diluted too strong. Eventually the family owned company will maintain its controlling interest in Continental AG.28 The Hanover based automotive supplier will use the funds of the Forward Start Facility and the proceeds from the capital increase to repay a loan of EUR 3.5 billion. With this loan the acquisition of Siemens VDO was financed. The total debt is around EUR 9.5 billion.29 The capital increase will raise the share capital by issuing 31 million new shares, to EUR 512 million. The underwriting syndicate, led by Deutsche Bank AG, Goldman Sachs and JP Morgan, has committed itself in an underwriting agreement to take up any part of the 31 million new shares and to offer the existing shareholders of Continental to buy the new shares. The major shareholders of Continental AG, Schaeffler KG (49.9%), MM Warburg & Co (19.5%) and B. Metzler seel. Sohn & Co. (19.5%), committed to the consortium of banks to not exercise their rights of the new issue and not to transfer them to third parties. The interest of those three major shareholders represents a total of 88.9 percent of the current share capital. With the completion of the rights issue, the three major shareholders are expected to hold a total of 75.1% on the increased share capital of Continental AG. The securities firms put about three-quarters of their acquired new shares from their acquisition agreement in a private placement which is offered to a few selected institutional investors. Existing shareholders can buy for each eleven old shares, two new shares. "As we have announced, we have taken the next step for the implementation of our refinancing plan expediously. Now, the basic framework is established and we have found sound solutions for the upcoming maturities in this year."[26] Continental's Chairman of the Executive Board, Elmar Degenhart said.

Schaeffler will not change Continental's incorporation, its corporate seat, headquarters or business divisions, its listing on the stock exchange or its dividend policy. Schaeffler also promises to compensate Continental for possible negative effects resulting from a so called "change-of-control" in connection with existing financing agreements and negative tax effects resulting from Schaeffler's shareholding in the amount of about EUR 522 million.

3 Schaeffler Group

The Schaeffler Group is a supplier to the automotive industry and one of the world's leading manufacturers of rolling bearings and linear products. The Schaeffler Group is divided by its brands INA, FAG and LuK which are distributed under the name of Schaeffler Technologies GmbH & Co. KG and LuK GmbH & Co. OHG.

INA products are known for a high level of engineering and manufacturing expertise. Almost every passenger car today contains INA engine and transmission components. Variable cam timers and hydraulic bucket tappets ensure reduced fuel consumption, lower emissions and increased driving comfort in car engines.[27] The already over 100 years old brand FAG, has been part of the Schaeffler Group since 2001.[28] Through a hostile takeover the competitor INA Schaeffler acquired all shares of FAG and took it private. On January 1, 2006, FAG Kugelfischer became fully integrated in the Schaeffler Group. FAG is specialized for applications in machine building, in the automotive industry as well as in aviation and aerospace.[29] LuK is well known as a supplier of clutch and transmission solutions to almost all automobile manufacturers in the world.[30] Since the year 2000, LuK belongs fully to the Schaeffler Group. The division produces nearly 17 million clutches annually for cars and tractors which are delivered directly to international automotive manufacturers and the aftermarket. Almost each third new automobile in Europe and every fourth automobile, which is produced anywhere in the world, comes with a LuK clutch.[31] The Schaeffler Group and its industrial division have one of the largest product portfolios in the rolling bearing market, covering almost all applications. The joint catalog of standard products comprises more than 40,000 products which are supplied to 60 different sectors.[32] INA and FAG also offer a widespread range of services for advice, diagnostics, maintenance and mounting rolling bearings and complete systems. The Schaeffler Group has invested in new research and development centers in Asia and North America. 4,800 of the 61,000 Schaeffler Group employees worldwide (2009) work on the development of new products and technologies. Annually the group patents some 1,100 inventions. Schaeffler's brands INA, FAG and LuK, are represented at 180 locations in 50 countries worldwide. Additional success factors are the premium quality, employee orientation, environmental protection and sustained, long-term and targeted development of the company.[33]

In financial year 2009, the group's revenue was EUR 7,300 million. This amount derives 60% from the automotive division and 40% from the aviation and aerospace industry as well as from other business areas.[34]

3.1 Genesis of the Schaeffler Group


In 1939 Wilhelm Schaeffler acquired the company Davistan AG from a banking syndicate due to its illiquidity. During the Second World War the company produced under the new name "Wilhelm Schaeffler AG" textiles for the German Armed Forces as well as needle roller bearings for tank tracks.[35] In 1946 the brothers Wilhelm and Georg Schaeffler founded the company INA in Herzogenaurach. Three years later (1949), Georg Schaeffler developed the needle roller cage for needle roller who was used in automotive and mechanical engineering applications. The breakthrough of this invention in the industrial utilization constitutes the start of the company's success story. The first subsidiary plant was built in the fifties in Haguenau, France. At the same time INA followed VW to Brazil and opened a new plant in Sao Paulo. In 1955, the first linear bearing was produced which shade into a further arm of the company, INA Lineartechnik. Ten years later the company participated in the takeover of a clutch manufacturer which was renamed into LuK GmbH - "Lamellen und Kupplungsbau"[36]


During the early nineties the company enlarged its business with factories in Slovakia and South Korea. To provide INA's engine components and needle roller bearings for the Chinese market, the company founded the local branch INA Bearings China in 1995. One year later, Georg Schaeffler passes away at the age of 79. Maria-Elisabeth Schaeffler and her son Georg F.W. Schaeffler continue his life's work. At this time Jurgen M. GeiBinger was appointed President and CEO of INA. In 1999, INA acquired LuK GmbH entirely and expanded its expertise as a system supplier to the automotive industry. In the following year a further acquisition took place with a majority interest in the German automotive supplier REGE Motorenteile GmbH.


In 2002 the group bought the Bavarian competitor FAG Kugelfischer through a spectacular hostile takeover and took it private. It was the third biggest deal within three years which was closed by the team Maria-Elisabeth Schaeffler, CEO Jurgen GeiBinger and lawyer Rolf Korfer. INA and FAG became the second biggest manufacturer of rolling bearings in the world. In 2003, Schaeffler opened a new automotive research center in Troy, United States. In the same year, INA and FAG commenced the joint operations for the industrial sector. Together with LuK they formed the Schaeffler Group. In 2005, the company's new plant in

Brasov, Romania began producing linear products and components for industrial and automotive applications.[37]


During 2006, Schaeffler Group established a "Schaeffler Endowed Chair for Automotive Engineering" at Tongji University in Shanghai, China.[38] The German FAG Kugelfischer AG & Co. OHG and the INA-Schaeffler KG have been integrated in the Schaeffler Group in the same year. In 2007, Schaeffler opened manufacturing plants in India and Hungary. Moreover, a new R&D Center in Anting, China was built. In 2008, the company opened new plants in Vietnam and Mexico. In the same year, Schaeffler acquired Raybestos, an independent clutch lining manufacturer. In September 2009, Schaeffler manufactured the world's first fully variable hydraulic valve control system.[39] Today Schaeffler Group produces several components for the automobile industry, mechanical engineering as well as for the aviation and aerospace industry.

3.2 Owners/Management

The Schaeffler Group is one of the largest family-owned German and European industrial enterprises. As co-owner of the Schaeffler Group, Maria-Elisabeth Schaeffler and her Son Georg F. W. Schaeffler are continuing the lifelong work of her husband Georg Schaeffler, who died in 1996. The operative management and the strategic orientation are conducted by Jurgen M. GeiBinger as CEO of the Schaeffler Group.


[1] Mehdi Farhadi, "Gesucht! Der richtige M&A-Berater," M&A Review, May 2010, 234.

[2] Gisela Maria Freisinger and Michael Freitag, "Konigin ohne Land," manager magazin, May 8, 2009

accessed May 19, 2010, http://www.manager-,2828,614462,00.html.

[3] Gisela Maria Freisinger and Michael Freitag, "Konigin ohne Land," manager magazin, May 8, 2009

accessed May 19, 2010, http://www.manager-,2828,614462,00.html.

[4] Wirtschaftsblatt, "Osterreicherin greift nach Continental - Aktie hebt ab," July 14, 2008 accessed May 27, 2010,

[5] Nadja Brandt and Chris Reiter, "Schaeffler wins Continental takeover with higher bid (Update1)," Bloomberg, August 20, 2008 accessed May 28, 2010

[6] Gisela Maria Freisinger and Michael Freitag, "Konigin ohne Land," manager magazin, May 8, 2009 accessed May 19, 2010, http://www.manager-,2828,614462,00.html.

[7] Handelsblatt, "Schaeffler erhoht Angebot fur Continental leicht," Ubernahmekampf July 22, 2008 accessed July 25, 2010, fuer-continental-leicht;2014118;0.

[8] Nadja Brandt and Chris Reiter, "Schaeffler wins Continental takeover with higher bid (Update1)," Bloomberg, August 20, 2008 accessed May 28, 2010

[9] Manager Magazin, "Altkanzler Schroder greift ein," Conti/Schaeffler, August 5, 2009 accessed May 28, 2010,,2828,640676,00.html.

[10] Spielel Online, "Berichte uber Staatshilfen ziehen Conti-Aktie ins Minus," Verschuldung, January 26, 2009 accessed May 27, 2010,,1518,603502,00.html.

[11] Gisela Maria Freisinger and Michael Freitag, "Konigin ohne Land," manager magazin, May 8, 2009 accessed May 19, 2010, http://www.manager-,2828,614462,00.html.

[12] Spielel Online, "Berichte uber Staatshilfen ziehen Conti-Aktie ins Minus," Verschuldung, January 26, 2009 accessed May 27, 2010,,1518,603502,00.html.

[13] Gisela Maria Freisinger and Michael Freitag, op.cit.

[14] Gisela Maria Freisinger and Michael Freitag, ibid.

[15] Gisela Maria Freisinger and Michael Freitag, ibid.

[16] Gisela Maria Freisinger and Michael Freitag, "Konigin ohne Land," manager magazin, May 8, 2009 accessed May 19, 2010, http://www.manager-,2828,614462,00.html.

[17] Spielel Online, "Berichte uber Staatshilfen ziehen Conti-Aktie ins Minus," Verschuldung, January 26, 2009 accessed May 27, 2010,,1518,603502,00.html.

[18] Gisela Maria Freisinger and Michael Freitag, op cit.

[19] Manager Magazin, "Conti verschafft sich bei Banken Luft," Finanzierung, December 20, 2009 accessed May 28, 2010,,2828,668165,00.html.

[20] Spielel Online, "Berichte uber Staatshilfen ziehen Conti-Aktie ins Minus," Verschuldung, January 26, 2009 accessed May 27, 2010,,1518,603502,00.html.

[21] Gisela Maria Freisinger and Michael Freitag, "Konigin ohne Land," manager magazin, May 8, 2009 accessed May 19, 2010, http://www.manager-,2828,614462,00.html.

[22] Tereza Tykvova, "Automobilzulieferer rusten auf," M&A Report, October 2008, 3, accessed May 26, 2010,

[23] Continental AG, Annual Report of Continental Aktiengesellschaft 2009 (Continental Aktiengesellschaft, 2010), 43.

[24] Nadja Brandt and Chris Reiter, "Schaeffler wins Continental takeover with higher bid (Update1)," Bloomberg, August 20, 2008 accessed May 28, 2010

[25] Continental AG, "Continental schlieBt die ersten Teile des Refinanzierungspakets erfolgreich ab," Continental AG, December 19, 2009 accessed June 1, 2010, http://www.conti- konzern/finanzinformationen/pr_2009_12_19_de,version=6.html.

[26] Continental AG, "Ad-hoc Meldung: Kapitalerhohung," Continental AG, January 6, 2010 accessed June 3, 2010, themen/ir/news_adhoc/ad_hoc/ad_hoc_2010_01_06_de.html.

[27] Schaeffler Group, "Brands," 2009 accessed May 27, 2010, brands/brands.jsp.

[28] Schaeffler Technologies, "Company," Schaeffler Group, 2009 accessed May 21, 2010,

[29] Schaeffler Group, op.cit.

[30] Schaeffler Technologies, "Welcome to Schaeffler in Germany," 2009 accessed May 20, 2010,

[31] LuK, "Company," Schaeffler Group, 2009 accessed May 25, 2010,

[32] Schaeffler Technologies, "Industrial," Key Industries, 2009 accessed May 26, 2010,

[33] LuK, "Company," Schaeffler Group, 2009 accessed May 25, 2010,

[34] Schaeffler Group, "Facts & Figures," 2010 accessed September 20, 2010,

[35] Rudolf Vierhaus, Deutsche Biographische Enzyklopadie (DBE. (Walter de Gruyter, 2007), 745.

[36] Schaeffler Technologies, "Industrial," Key Industries, 2009 accessed May 26, 2010,

[37] Schaeffler Technologies, "Industrial," Key Industries, 2009 accessed May 26, 2010,

[38] Schaeffler Technologies, "Company History," Schaeffler Group, 2009 accessed May 20, 2010, 1960_1.jsp.

[39] Marketline, "Schaeffler KG," Company Profile, October 15, 2009 accessed May 19, 2010,

Excerpt out of 60 pages


The Takeover Dispute between Schaeffler Group and Continental AG (Case Study)
Goliath against a very rich David
Vienna University of Economics and Business  (Institute for International Marketing Management)
Catalog Number
ISBN (eBook)
ISBN (Book)
File size
2050 KB
The case study is divided in two main parts with separate stand alone table of contents. The first chapter is the case text which informs about the takeover from Continental AG by the Schaeffler Group. Towards the last pages of this bachelor thesis the teaching notes for the story is situated. Those notes explain how the case text can be used in undergraduate university classes.
Mergers and Acquisitions, M&A, Continental, Schaeffler, Takeover, Case Study, Automobile, Schaeffler Group, Continental AG
Quote paper
Harald Augeneder (Author), 2010, The Takeover Dispute between Schaeffler Group and Continental AG (Case Study), Munich, GRIN Verlag,


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