ZF Friedrichshafen AG, Corporate Research & Development and Corporate Headquarters, Friedrichshafen

ZF Friedrichshafen AG, Corporate Research & Development and Corporate Headquarters, Friedrichshafen

ZF Friedrichshafen AG and TRW Automotive Holdings Corp. today announced that they have entered into a definitive agreement under which ZF will acquire TRW. Under the terms of the agreement, ZF will acquire TRW in an all-cash transaction valued at approximately US$ 12.4 billion based on equity value.

The agreement has been approved by ZF’s Supervisory Board and Management Board and TRW’s Board of Directors. TRW stockholders will receive US$ 105.60 in cash for each share of TRW stock.

The combined company will be a global leader in the automotive supplier business with pro forma combined sales of about € 30 billion (approx. US$ 41 billion) and 138,000 employees. Together, ZF and TRW will be uniquely positioned to benefit from the megatrends of the automotive industry on a global basis.

Dr. Stefan Sommer, Chief Executive Officer of ZF Friedrichshafen AG

Dr. Stefan Sommer, Chief Executive Officer of ZF Friedrichshafen AG

Stefan Sommer, Chief Executive Officer of ZF, said, “The acquisition of TRW fits perfectly into our long-term strategy. The transaction combines two highly successful companies that have remarkable track records of innovation and growth and solid financial positions. We are strengthening our future prospects by enlarging our product portfolio with acknowledged technologies in the most attractive segments.”

Together with TRW, which also has a strong presence in China, ZF would achieve a sales volume of € 4.0 billion (US$ 5.5 billion) in China. Furthermore, the combined company would achieve annual sales of about € 5.4 billion (approx. US$ 7.5 billion) in the Asia-Pacific region.

ZF will remain headquartered in Friedrichshafen. TRW will be integrated into ZF as a separate business division. No decisions about management responsibilities for the TRW business have been made yet. The companies plan to establish integration teams consisting of balanced representation from both companies to ensure a seamless integration that positions the combined company for accelerated growth while addressing potential challenges for employees and customers. Due to the complementarity of the two companies the main focus will be on growth while cost synergies are expected to be mainly derived from greater purchasing power and sharing best practise standards.

John C. Plant, Chairman and CEO of TRW, said: “We have long respected ZF as a very successful company in our industry with similar values and focus on innovation. This transaction provides significant benefits for our shareholders who will receive a full and certain value for their shares, as well as for our employees, customers and communities, all of which will reap the benefits of being part of a larger, more diversified global organization.

 

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