Schaeffler AG Publishes Offer Document for Voluntary Public Tender Offer for Outstanding Shares of Vitesco Technologies Group AG – Acceptance Period Starts Today

• First step of a planned three-step transaction leading to the merger of Vitesco into Schaeffler and creating a leading Motion Technology Company
• Offer price of 91 euros per share represents an attractive premium of around 20 percent on the 3-month volume-weighted average share price of Vitesco
• Vitesco shareholders have the choice of tendering their shares or benefiting from the expected significant synergies by retaining their shares until the planned merger with Schaeffler
• Tender offer can be accepted as of now until December 15, 2023
• Tender offer is not subject to a minimum acceptance threshold; customary closing conditions as laid out in the offer document apply

Following approval by the German Federal Financial Supervisory Authority (BaFin), Schaeffler AG (“Schaeffler”) today published the offer document for the voluntary public tender offer (“tender offer”) for all outstanding shares in Vitesco Technologies Group AG (“Vitesco”) (ISIN: DE000VTSC017).

As of today, Vitesco shareholders can accept the offer and tender their shares to Schaeffler for a cash consideration in the amount of 91 euros per share, which represents an attractive premium of around 20 percent on the 3-month volume-weighted average share price up to and including October 6, 2023, i.e., the last trading day prior to the announcement of the offer. Alternatively, Vitesco shareholders have the opportunity to benefit from the expected significant synergies and value creation potential by retaining their shares until the proposed merger with Schaeffler, when Vitesco shares will be exchanged for newly issued Schaeffler shares.

The acceptance period ends on December 15, 2023, at 24:00 hours local time in Frankfurt am Main, Germany. The offer is not subject to a minimum acceptance threshold. There will be no additional acceptance period and a prolongation of the acceptance period is not envisaged.

Closing of the tender offer is subject to customary closing conditions and certain regulatory approvals that are set out in the offer document. Subject to the fulfilment of these conditions, Schaeffler expects the tender offer to be closed in early January 2024.

Vitesco shareholders will be notified about the offer in writing by their custodian bank or other securities service companies where their Vitesco shares are held. Shareholders should inquire with their custodian banks about any technical questions regarding acceptance of the offer and be aware of any deadlines set by their banks that may require action prior to the aforementioned end of the acceptance period on December 15, 2023. To accept the offer, shareholders must submit a written declaration to their custodian bank or securities service company. The offer document can be requested free of charge from the settlement agent and is also available on the following website along with further information about the tender offer: www.strongertogether24.com

The tender offer is the first step of a three-step overall transaction leading to a merger of Vitesco into Schaeffler and creating a leading Motion Technology Company. The combined business will have four focused “pure-play” divisions generating significant strategic advantages. This includes a combined division E-Mobility with significant growth potential.

Especially in the fields of electrification, Schaeffler and Vitesco have highly complementary technology portfolios, allowing the company to offer best-in-class solutions across all dimensions after the merger, leveraging the accelerating growth opportunities in e-mobility. In the Powertrain & Chassis Division, Schaeffler and Vitesco will also be able to optimize profitability in conventional powertrain technologies, which will retain an attractive margin and cash profile. The profits from this business are to be channeled primarily into the growth areas of e-mobility and chassis. The merger will also strengthen the highly profitable automotive aftermarket business, which will form the third division as Vehicle Lifetime Solutions. And finally, the fourth division, Bearings & Industrial Solutions, which will combine the bearings business from the industrial and automotive segments, not least to achieve better comparability with global competitors from a capital markets perspective. The combination will make Schaeffler and Vitesco stronger together and is beneficial for customers, employees, shareholders, and business partners.

Following the end of the acceptance period, Schaeffler’s Executive Board intends to convene an extraordinary shareholders’ meeting and a separate meeting of the non-voting shareholders as the second step of the overall transaction, at which the conversion of Schaeffler’s non-voting shares into common shares with full voting rights at a ratio of 1:1 is to be resolved. The effectiveness of this unification of share classes is subject to the completion of the merger as the third step of the planned overall transaction.

The outlined transaction steps are to be structured in a way that at the time of the completion of the merger, the stock of Schaeffler will consist solely of voting common shares and that Vitesco shareholders, who retain their shares until the planned merger, will receive voting common shares of Schaeffler in return. The related merger requires the approval of the respective annual general meetings of both companies. The merger ratio of Vitesco shares into Schaeffler shares for Vitesco shareholders in the merger will be determined by both companies on the basis of a valuation conducted by an independent valuation expert and confirmed by a court-appointed merger auditor. The completion of the overall transaction is expected to take place in the fourth quarter of 2024.

“We are firmly convinced that the merger of Schaeffler and Vitesco will create value for the shareholders of both companies, enable us to offer our customers an even better range of products and services, and provide our employees with exciting and sustainable jobs. This is especially true in e-mobility, where we are creating a global champion. Both companies are stronger together,” says Klaus Rosenfeld, CEO of Schaeffler AG. 

Disclaimer
Voluntary public tender offer of Schaeffler AG to the shareholders of Vitesco Technologies AG

This publication is for information purposes only regarding the voluntary public tender offer (the “Offer”) of Schaeffler AG (“Schaeffler”) for all shares of Vitesco Technologies Group AG (“Vitesco” or the “Company”) and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco. The offer document published by Schaeffler after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“Offer Document”) is the sole binding document with regard to the terms and other provisions relating to the Offer. Investors and holders of securities of Vitesco are strongly advised to read the Offer Document and all other announcements relating to the Offer as soon as they have been made public, as they contain or will contain important information.

The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) in conjunction with the German regulation on the contents of offer documents, considerations related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Offer or of the Offer Document have been or will be applied for or initiated by Schaeffler or the persons acting in conjunction with Schaeffler outside of the Federal Republic of Germany. Schaeffler and the persons acting in conjunction with Schaeffler therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany or applicable securities laws of the United States of America.

The Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States of America.

Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the non-compliance of third parties with any laws.

To the extent permissible under applicable law or regulation, Schaeffler may purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, or enter into derivative transactions with respect to the shares in the Company, outside of the Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Schaeffler and the persons acting in conjunction with Schaeffler, for example with regard to the potential consequences of the Offer for the Company, for those shareholders of the Company who choose not to accept the Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which Schaeffler and the persons acting in conjunction with Schaeffler have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Schaeffler or the persons acting in conjunction with Schaeffler. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Schaeffler and the persons acting in conjunction with Schaeffler assume no obligation to update forward-looking statements with respect to actual developments or events, conditions events, general conditions, assumptions or other factors.