Increases Offer Price to EUR 94 per Share
PUNE: Vitesco Technologies, a leading international developer and manufacturer of cutting-edge drive systems for sustainable mobility, has announced that it has entered into a Business Combination Agreement with Schaeffler. The agreement sets out key parameters for the business combination and the framework for cooperation for further preparation and implementation of the transaction.
As part of the agreement, Schaeffler has increased its offer price to EUR 94 per Vitesco Technologies share. The Executive Board and Supervisory Board of Vitesco Technologies have carefully evaluated the adequacy of the consideration offered and consider the increased offer price to be inadequate from a financial point of view.
The combined company will consist of four focused divisions, with the E-Mobility Division combining the expertise of Schaeffler (E-Mobility) and Vitesco Technologies (Electrification Solutions Division). The combined company is to be managed from Herzogenaurach, and the allocation of the remaining divisional headquarters will be discussed in more detail between Vitesco Technologies and Schaeffler.
The terms of employment of the employees of Vitesco Technologies, in particular their remuneration or entitlement to other employer benefits, will not change in the combined company as an immediate effect of the closing of the transaction. The E-mobility division of the combined company shall be managed by Vitesco Technologies executive Thomas Stierle.
The Boards of Vitesco Technologies will constructively support the implementation of the tender offer and the business combination in accordance with the Business Combination Agreement. A joint integration committee with equal representation will be set up to coordinate the principles laid down in the agreement.
Vitesco Technologies will manage its business independently both until the completion of the tender offer and thereafter until a possible merger. 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 sell their Vitesco Technologies shares on the stock exchange.
The Business Combination Agreement between Vitesco Technologies and Schaeffler sets out key parameters for the business combination and the framework for cooperation for further preparation and implementation of the transaction. The increased offer price of EUR 94 per share is deemed inadequate from a financial point of view by the Executive Board and Supervisory Board of Vitesco Technologies. The combined company will consist of four focused divisions, with the E-Mobility Division combining the expertise of Schaeffler and Vitesco Technologies.
