FRIEDRICHSHAFEN, Germany /PRNewswire/
-- ZF Friedrichshafen AG, a global leader in driveline
and chassis technology, and TRW Automotive Holdings Corp. (NYSE:
TRW) announced today that the companies have completed the
transaction under which ZF has successfully acquired TRW. TRW will
be incorporated into ZF as a new division called Active &
Passive Safety Technology. The combined company operates under the
name ZF Friedrichshafen AG.
"Today
marks the day we combine the strengths of ZF and TRW into a
worldwide leading systems supplier in the automotive sector,"
said Stefan
Sommer, ZF's Chief Executive Officer. "We are all very
excited about our plans for the future, with the combination
allowing us to capitalize on strategic opportunities and create
near- and long-term sustainable value for our customers and
employees."
"The
combined company is a powerhouse of automotive technologies,
ranging from driver assistance and occupant safety systems, to
drivelines and transmissions, and braking and steering systems,"
said John C.
Plant, President and CEO of TRW. "This unique combination of
advanced technologies comprehensively addresses the growing,
industry-wide trends of safety, fuel efficiency and autonomous
driving."
Transaction completed as planned in first half of 2015
On September
15, 2014, ZF and TRW signed a Merger Agreement for the
acquisition of TRW by ZF. This agreement was subject to a number of
closing conditions, all of which have now been met, including the
approval by TRW stockholders and antitrust clearances in various
countries and regions such as the U.S., China,
and the EU.
Closing serves as starting signal for integration
The
closing marks the start of the integration process of TRW that is
projected to last three to five years. The process will start in
those areas where customers will benefit from combined activities
first; this includes the development of new products, materials
management, sales, and the aftermarket. "Our aim is to combine the
best of both worlds," said Sommer.
Top
three global automotive supplier
"With
pro forma sales exceeding EUR 30
billion and more than 130,000 employees, the combined company is a
top three global automotive supplier," continued Sommer. "Together
with TRW, ZF will be even better positioned to benefit from major
trends in the industry by building on the strengths of both
companies, remaining focused on current and future business needs,
and managing the transition with an emphasis on creating
value."
Plant
added: "This transaction provides significant benefits for our
shareholders, employees, customers and communities, all of which
will reap the benefits of being part of a larger, more diversified
global organization focused on developing the next generation of
motion, mobility and safety solutions."
TRW
shares to be delisted
Pursuant to the terms of the Merger Agreement, upon completion of
the acquisition, TRW became a wholly-owned subsidiary of ZF, and
each outstanding share of TRW common stock was converted into the
right to receive$105.60 in
cash. As a result of the completion of the acquisition, TRW shares
ceased trading on the New York Stock Exchange prior to market open
today, and will be delisted.
Press
Contacts:
Andreas
Veil, Head of Business and Finance
Communications,
phone: +49-7541-77-7925,
email: [email protected]
Colleen
Hanley, Director Global Communications
TRW,
phone: +1-734-8552610,
email: [email protected]
ZF is
a global leader in driveline and chassis technology as well as
active and passive safety technology. The company, which acquired
TRW Automotive on May 15,
2015, is now represented at about 230 locations in about 40
countries. The two companies, that were still independent in 2014,
achieved a sales figure exceeding EUR 30
billion with 134,000 employees. As in previous years, both
companies have invested approximately 5 percent of their sales in
Research and Development (recently EUR 1.6
billion) in order to be successful with innovative products. ZF is
one of the top three automotive suppliers worldwide.
In
2015, the company is celebrating its centennial. Originally named
Zahnradfabrik GmbH, ZF was founded in Friedrichshafen in 1915 by
Luftschiffbau Zeppelin GmbH among others. In its early years, the
company developed, tested, and manufactured aircraft transmissions.
After 1919, the company focus shifted under Alfred Graf von
Soden-Fraunhofen, the first Managing Director and later member of
the Board of Management and CEO, to the automotive and commercial
vehicle industry. In this sector, the company established itself
once and for all as a major technology supplier, registering
numerous patents for innovative transmission technology. The first
location outside Europe was
founded in Brazil in
1958, launching a globalization drive that continues today. In
addition, ZF constantly expanded its range of expertise – also
through acquisitions. For instance, in 1984 ZF acquired the
majority share in Lemförder Metallwaren & Co. KG, a move which
extended the product portfolio to include chassis technology.
Later, in 2001, ZF took over Mannesmann Sachs AG to strengthen its
value creation chain with driveline and chassis components. It
adopted the current name of ZF Friedrichshafen AG in 1992. Today's
product range includes driveline and chassis technology such as
transmissions, driveline and chassis components, as well as
complete axle systems and modules. ZF products are used in
passenger cars, commercial vehicles, construction and agricultural
machinery, rail vehicles and marine applications. The company also
focuses on the wind power and electronic components business. In
addition, ZF Services represents the Group on the international
aftermarket. In May
2015, ZF completed the acquisition of the U.S. automotive
supplier TRW which had been previously announced in 2014. The
shareholders of ZF Friedrichshafen AG are the Zeppelin Foundation,
administered by the City of Friedrichshafen, holding a share of
93.8 percent, and the Dr. Jürgen and Irmgard Ulderup Foundation,
Lemförde, with 6.2 percent. The "Motion and Mobility" slogan
clearly states the company's core mission: Right from its
foundation, ZF has developed and manufactured innovative products
for all people around the globe who want to move things reliably,
comfortably, and safely, and experience the ultimate in efficient
mobility. Quality, technological leadership, and innovative power
have always defined the Group's identity -- today as much as
ever.
For
further press information and photos please
visit: www.zf.com
Disclaimer
This
press release contains statements related to our future business
and financial performance and future events or developments
involving ZF that may constitute forward-looking statements. These
statements may be identified by words such as "expect," "look
forward to," "anticipate," "intend," "plan," "believe," "seek,"
"estimate," "will," "project" or words of similar meaning. We may
also make forward-looking statements in other reports, in
presentations, in material delivered to shareholders and in press
releases. In addition, our representatives may from time to time
make oral forward-looking statements. Such statements are based on
the current expectations and certain assumptions of ZF's
management, of which many are beyond our control. These are subject
to a number of risks, uncertainties and factors. Should one or more
of these risks or uncertainties materialize, or should underlying
expectations not occur or assumptions prove incorrect, actual
results, performance or achievements of ZF may (negatively or
positively) vary materially from those described explicitly or
implicitly in the relevant forward-looking statement. ZF neither
intends, nor assumes any obligation, to update or revise these
forward-looking statements in light of developments which differ
from those anticipated.
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