ZF buying TRW for $12.4B, creates second-largest supplier

Two well-known companies in the industry will combine to create the second-largest auto parts supplier in the world. ZF Friedrichshafen AG, best known for its transmissions, has announced it is buying TRW Automotive Holdings, a major player in safety tech, as part of an approximately $12.4-billion cash deal based on equity value that is already approved by both companies' boards.

In its announcement, ZF estimates that the newly combined company will have annual sales of roughly 30-billion euros ($41 billion). TRW will still act as a separate business division after the merger, and management appointments are to follow. The result, ZF predicts, will be a business that will more than double sales in US and China. That would put it behind Germany's Bosch but ahead of Denso from Japan as the second-largest auto supplier in the world, according to Bloomberg, citing research by Automotive News. ZF is currently ranked 9th overall, and TRW is 11th.

In a separate deal, ZF will also sell its 50-percent stake in a steering joint venture with Bosch. According to Bloomberg, this is to avoid anti-trust violations from TRW's own power steering business. The company hasn't specified the value of the sale, but it has revealed that the unit's combined sales amounted to 4.1 billion euros ($5.6 billion) in 2013.

The first rumblings of this merger came in July when ZF put in a surprise bid to purchase TRW. The tie-up is expected to give the much larger company an even better negotiating position when working on deals with automakers in the future. Scroll down to read ZF's press releases on the purchase of TRW and selling its steering unit to Bosch.
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ZF Friedrichshafen Agrees to Acquire TRW Automotive

Combined Company With Pro Forma Sales of More Than € 30 Billion and 138,000 Employees

Complementary Portfolio of Acknowledged Products and Technologies Benefitting from Megatrends Such as Fuel Efficiency, Increased Safety Requirements and Autonomous Driving

Balanced Regional and Customer Portfolio in Both Volume and Premium Segments

All Cash Transaction at Full and Certain Value for TRW Stockholders

Friedrichshafen, Germany and Livonia, MI, USA. ZF Frie-drichshafen AG and TRW Automotive Holdings Corp. (NYSE: TRW) today announced that they have entered into a definitive agreement under which ZF will acquire TRW. 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.

Combination of two Highly Successful Technology Leaders

Both companies have acknowledged technology positions in high-growth segments that profit from the megatrends towards fuel efficiency, increased safety requirements and autonomous driving. ZF is an important player in driveline and chassis technologies, whereas TRW is a significant supplier of active and passive safety technologies, including advanced driver assistance systems. Both companies have demonstrated a strong track record based on high product quality and continued innovation for their customers.

Globally, pro-forma combined R&D investments (total company funded engineering expenses incl. R&D, ref. to FY 2013) will amount to approximately € 1.5 billion (about US$ 2.1 billion), making ZF a global leader in R&D.

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."

Sommer continued: "This is an acquisition in the spirit of a part-nership. We look forward to welcoming TRW's employees to our company and are committed to working closely with them to realize the potential of this exciting combination. The Detroit metro area will remain a major business center for the company, and we expect employees from both companies to benefit from the enhanced career opportunities at a larger, more diversified company."

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. Our employees have shown admirable dedication in growing TRW into the formidable company it is today, and our strong performance is a testament to their hard work."

U.S. and China Sales Volumes to More Than Double

With the acquisition of TRW, ZF would more than double its sales in two of the most significant countries of the world for automotive sales: China and the United States.

ZF has done business in the U.S. since 1979 and currently operates 12 sites, including a production site for automatic transmission systems in South Carolina that was opened in mid-2013. Through the transaction, ZF would significantly increase its annual sales volume in the U.S. from € 2.8 billion (US$ 3.9 billion) to € 6.5 billion (US$ 9.0 billion).

ZF's presence in China, accounting for two thirds of the company's total regional sales of € 3 billion (US$ 4.1 billion) in Asia-Pacific, would be significantly strengthened as a result of the combination. 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.

Both companies have invested heavily into expanding their pro-duction footprint over recent years. Further, both have major pro-duction sites and strong R&D operations in China: ZF is currently expanding its R&D Center in Shanghai to 800 employees which is a 30 minute drive away from TRW's new R&D facility. The TRW facility will eventually house 1,200 employees, making it TRW's largest R&D site worldwide.

Balanced Regional and Customer Portfolio

The combined group will generate about half of its sales in Europe and half in North America, Asia-Pacific and the rest of the world. The transaction will also lead to a balanced portfolio of customers in both the premium and the volume segments. TRW achieves a large portion of sales in the volume segment and maintains strong relationships with US and European volume manufacturers. ZF possesses a broader customer base and is strong among premium car producers. Further, the combined company will be well positioned to supply car manufacturers in Asia.

TRW to Become a Separate Business Division of ZF

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.

Full and Certain Value for TRW Stockholders

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.

Transaction Fully Financed on Conservative Terms

ZF has received firm financing commitments from Citigroup and Deutsche Bank and remains committed to its conservative finan-cial policy. Due to the strong growth and cash flow profile of the combined company, ZF expects to reduce its financial leverage significantly again in the coming years.

Transaction Closing Conditions

The transaction is subject to several customary closing conditions, including antitrust and US foreign investment clearance and the approval of TRW's stockholders representing more than 50 percent of TRW's outstanding shares. ZF expects the transaction to close in the first half of 2015. Following the closing, TRW will be delisted from the New York Stock Exchange.

Benefits for all Stakeholders

Stefan Sommer added: "The combination makes sense for all of our constituencies: Customers of both companies will have access to a broader offering under one roof and employees from ZF and TRW will enjoy enhancements that result from the combined organization. TRW stockholders will receive an attractive valuation and our own shareholders – the Zeppelin and Ulderup foundations – will benefit from improved future prospects and diversification of the combined company." Prof. Dr. Giorgio Behr, Chairman of the ZF Supervisory Board, underlined that "both companies make this step from a position of strength. They have excellent growth prospects".

Citigroup and Deutsche Bank acted as financial advisors to ZF, Sullivan & Cromwell as legal advisor.

Bosch intends to acquire all shares in ZF Lenksysteme

ZF Lenksysteme: approximately 4.1 billion euros in sales, more than 13,000 associates in eight countries in 2013

Sales of electric steering systems growing

Products for more efficient, automated, and connected vehicles

Stuttgart – Bosch is planning to increase its stake in ZF Lenksysteme GmbH (ZFLS) to 100 percent. On September 15, 2014, Robert Bosch GmbH and ZF Friedrichshafen AG signed an agreement to this effect. Up to now, ZFLS, based in Schwäbisch Gmünd, Germany, has been a 50:50 joint venture between Bosch and ZF. Employing more than 13,000 associates in eight countries, ZFLS develops, produces, and sells steering systems for passenger cars and commercial vehicles worldwide. In 2013, it registered sales of approximately 4.1 billion euros. With a total of 20 locations, the company is active in the world's most important automotive markets. Alongside locations in Europe, the U.S., and China, ZFLS also produces in India, Brazil, and Malaysia. The transaction is subject to approval by the antitrust authorities. It has been agreed that the purchase price will not be disclosed.

"With its complete takeover of ZFLS, Bosch is strengthening its ability to actively shape the future of mobility. The company is a technological leader in the growth area of electric power steering, and precisely this is the core technology for automated driving, for more efficient vehicles, and also for electric cars," said Dr. Volkmar Denner, chairman of the board of management of Robert Bosch GmbH.

ZFLS already generates some 60 percent of its total revenue with modern, fuel-efficient electric power steering systems. One reason for the success of efficient steering systems is their potential to reduce consumption: for instance, a mid-size vehicle with a two liter engine can see fuel savings of up to 0.8 liters per hundred kilometers. This also reduces emissions by up to 14 grams of CO2 per kilometer. In addition, electric power steering in cars is an essential component for many assistance systems. For example, lane-keeping assistants rely on it to automatically keep the car on course. During start-stop coasting, which involves the engine shutting off while coasting, electric support ensures that steering behavior remains the same.

Continuous growth

"Since 1999, ZFLS has experienced strong growth, and has also developed very successfully as a result of the excellent collaboration between ZF and Bosch. I would like to sincerely thank all ZFLS associates for their hard work and dedication over the years," said Dr. Stefan Sommer, the CEO of ZF Friedrichshafen AG. "In order to continue to be able to meet the demands of an ever more dynamic business environment, Bosch and ZF have decided to change the ownership structure of ZFLS."

The success of ZFLS does not depend only on the number of innovations the company has brought to market. "It also depends on the associates – their attention to quality, their unfailing commitment, and their identification with the products are crucial success factors for ZF Lenksysteme," said Wolf-Henning Scheider, member of the board of management of Robert Bosch GmbH and spokesperson for the Automotive Group. "With Bosch as our parent company, we have a reliable partner on our side, with which we can continue to successfully pursue technological innovation and economic growth," said Dr. Marcus Parche, deputy chairman of the ZFLS board of management.

Innovation-driven company

In total, around 1,400 ZFLS associates, or more than one in ten, work in engineering. In 2013, the company spent roughly 238 million euros on research and development. Since its establishment, ZFLS has filed around 750 patents. A main focus of R&D activities is the networking of components into complete systems via specific software. For example, ZFLS made a solution ready for series production using components produced by its parent companies, which allows a car hooked up to a trailer to be maneuvered from the curbside with a smartphone.

A compact, locally-engineered, particularly cost-effective electric power steering system for Asian markets shows that the company not only offers solutions for the premium segment. This means that even customers who drive more affordable compact cars can benefit from the increased efficiency offered by ZFLS products.

Positioned to meet a broad spectrum of market demands

"ZFLS's innovative strength and international presence – particularly in Asia and North America – enable it to benefit from growth in stronger economies," said Scheider. "ZFLS is especially characterized by its proximity to customers. Whether as a supplier of individual components or provider of complete systems, ZFLS is a respected partner for automakers and also locates operations close to its customers wherever in the world they do business." As part of its internationalization strategy, ZFLS has recently been focusing its investments on North America and Asia.

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