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EQS-News: Vitesco Technologies Group AG
/ Key word(s): Merger
Vitesco Technologies publishes Reasoned Statement on the Public Tender Offer and enters into Business Combination Agreement with Schaeffler
Regensburg, 27 November 2023. The Executive Board and Supervisory Board of Vitesco Technologies Group AG (“Vitesco Technologies”) today published a joint reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) on the voluntary public tender offer of Schaeffler AG (“Schaeffler”) dated 15 November 2023. The reasoned statement considers the Business Combination Agreement (“BCA”), signed with Schaeffler today that sets out key parameters of the business combination and the framework for future cooperation between the two companies. In addition, Schaeffler today published an updated tender offer, which includes an increase of the offer price to EUR 94 per Vitesco Technologies share. The Executive Board and the Supervisory Board of Vitesco Technologies (the "Boards") agree with Schaeffler's view that the creation of a combined company can bring significant strategic advantages in certain areas. They favour the fact that the synergies envisaged by Schaeffler will be achieved primarily through growth and long-term value creation, rather than through site closures or job losses.
The Business Combination Agreement contains the following key points:
On this basis, the Boards of Vitesco Technologies will constructively support the implementation of the tender offer and the business combination in accordance with the BCA. A joint integration committee with equal representation will be set up to coordinate the principles laid down in the BCA. Subject to an agreement on the exchange ratio and the merger agreement, the Boards will submit the merger to the general meeting of Vitesco Technologies for resolution and, if approved with the required majority, complete it. Vitesco Technologies will manage its business independently both until the completion of the tender offer and thereafter until a possible merger.
Evaluation of the offer price The Executive Board and Supervisory Board have carefully and intensively analysed and evaluated the adequacy of the consideration offered. In doing so, the Boards have each made their own considerations as well as taking into account, among other factors, the inadequacy opinions of J.P. Morgan, Lazard and Perella Weinberg Partners. On this basis, against the background of their own assessment of the current situation and the development potential of Vitesco Technologies as well as the overall circumstances of the offer, the Management Board and the Supervisory Board also consider the increased offer price per Vitesco Technologies share to be inadequate from a financial point of view. Shareholders who do not wish to retain a stake in Vitesco Technologies in view of the intended merger of Vitesco Technologies into Schaeffler may accept the tender offer or, in the event that the market price is higher than the offer price, sell their Vitesco Technologies shares on the stock exchange. Even if the cash consideration offered does not adequately reflect the long-term value of the company, the tender offer may represent a potentially attractive exit opportunity for risk-averse or short-term investors in the current market environment. Shareholders who neither accept the offer nor sell their shares on the stock exchange will retain a stake in Vitesco Technologies but will receive shares in the combined company upon completion of the merger. The applicable exchange ratio will be agreed between Vitesco Technologies and Schaeffler at a later date. This agreement will be made on the basis of a determination of the enterprise values of Schaeffler and Vitesco Technologies prepared by an independent joint valuation expert in accordance with recognised valuation principles. The Executive Board and Supervisory Board of Vitesco Technologies emphasise that Vitesco Technologies shareholders must make their own decision as to whether and to what extent they accept the offer, taking into account their individual circumstances. Vitesco Technologies is a leading international developer and manufacturer of cutting-edge drive systems for sustainable mobility. With intelligent system solutions and components for electric, hybrid, and internal combustion drive systems, Vitesco Technologies is making mobility clean, efficient, and affordable. The product portfolio includes electric drives, electronic controls, sensors and actuators, and exhaust gas treatment solutions. In 2022, Vitesco Technologies generated sales of around €9.07 billion and employs a workforce of around 38,000 employees at 50 locations. Vitesco Technologies is headquartered in Regensburg, Germany.
Legal information: All information contained in this press release has been prepared by Vitesco Technologies solely for use in this release. The information contained in this communication has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The information contained in this announcement should be considered in the context of the circumstances prevailing at the date hereof and has not been and will not be updated to reflect material developments that may occur after the date hereof. Vitesco Technologies may change, modify or otherwise alter the contents of this notice in any respect without obligation to notify any person of such revision or alteration. Any forward-looking statements contained in this document are not statements of fact and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" and similar expressions. These statements express the intentions, opinions or current expectations and assumptions of Vitesco Technologies. These forward-looking statements are based on current plans, estimates and forecasts that Vitesco Technologies has made to the best of its knowledge, but do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are generally difficult to predict and are usually beyond the control of Vitesco Technologies. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Vitesco Technologies assumes no obligation to update forward-looking statements with regard to actual developments or events, general conditions, assumptions or other factors. Contact for investors Heiko Eber Head of Investor Relations Telefon +49 941 2031 72348
Contact for Journalists Dr. Anne-Kathrin Bräu Senior Vice President Communications Phone +49 941 2031 4623 anne-kathrin.braeu@vitesco.com
Simone Geldhäuser Head of Media Relations Phone +49 941 2031 61302 Simone.geldhaeuser@vitesco.com
Press Portal www.vitesco-technologies.com/en-us/press-events/press
Social Media www.linkedin.com/company/vitesco-technologies www.facebook.com/VitescoTechnologies www.instagram.com/vitesco_technologies www.youtube.com/VitescoTechnologies www.vitesco-technologies.com/en/WeChat
27.11.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. |
| Language: | English |
| Company: | Vitesco Technologies Group AG |
| Siemensstraße 12 | |
| 93055 Regensburg | |
| Germany | |
| Phone: | +49 941 2031 0 |
| E-mail: | ir@vitesco.com |
| Internet: | www.vitesco-technologies.com |
| ISIN: | DE000VTSC017 |
| WKN: | VTSC01 |
| Indices: | MDAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 1781963 |
| End of News | EQS News Service |
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1781963 27.11.2023 CET/CEST
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