DGAP-Adhoc: ZF North America Capital Inc.: ZF signs definitive agreement to acquire WABCO

2019. március 28., csütörtök, 12:59

EQS-Ad-hoc: ZF North America Capital Inc. / Key word(s): Acquisition

ZF North America Capital Inc.: ZF signs definitive agreement to acquire WABCO

28-March-2019 / 12:59 CET/CEST

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS Group AG.

The issuer is solely responsible for the content of this announcement.

Ad hoc announcement - Publication of Insider Information according to Article 17 (1) of the Market Abuse Regulation


ZF North America Capital Inc.,

a subsidiary of ZF Friedrichshafen AG, incorporated under the laws of the State of Delaware, United States, having its registered office at 1209 Orange Street, Wilmington 19801, United States (the "Issuer"). The Issuer has issued the following bonds:

4.00% USD 2020 with denomination USD 150,000, volume USD 1.0 bn and ISIN US98877DAA37 (144A) / USU98737AA47 (Reg S)

4.50% USD 2022 with denomination USD 150,000, volume USD 1.0 bn and ISIN US98877DAB10 (144A) / USU98737AB20 (Reg S)

4.75% USD 2025 with denomination USD 150,000, volume USD 1.5 bn and ISIN US98877DAC92 (144A) / USU98737AC03 (Reg S)

2.25% EUR 2019 with denomination EUR 100,000 and volume EUR 1.15 bn and ISIN DE000A14J7F8

2.75% EUR 2023 with denomination EUR 100,000 and volume EUR 1.1 bn and ISIN DE000A14J7G6


ZF signs definitive agreement to acquire WABCO


- ZF and WABCO to form a leading global integrated systems provider for commercial vehicle technology

- ZF to acquire WABCO for $136.5 per share for a total equity value of approximately $7 billion

- Planned acquisition approved by ZF"s Management Board and Supervisory Board and WABCO"s Board of Directors

- ZF received firm financing commitment by J.P. Morgan


Friedrichshafen, Germany. ZF Friedrichshafen AG, a leading global technology group and supplier of mobility systems for passenger cars, commercial vehicles and industrial technology, today entered into a definitive agreement to acquire WABCO (NYSE: WBC) for $136.5 per share. ZF Friedrichshafen AG is the guarantor of the bonds issued by ZF North America Capital Inc. The acquisition has been approved by ZF"s Management Board and Supervisory Board and WABCO"s Board of Directors. Together, ZF and WABCO will form a leading global integrated mobility systems provider for commercial vehicles, creating added value for ZF"s commercial vehicle customers.

WABCO is a leading global supplier of braking control systems, technologies and services that improves safety, efficiency and connectivity of commercial vehicles including trucks, buses and trailers. Its diverse products and services include integrated braking systems and stability control, air suspension systems, transmission automation controls, as well as aerodynamics, telematics, and fleet management solutions. WABCO, which is listed on the New York Stock Exchange (NYSE), generated $3.8 billion in revenues in 2018 and has some 16,000 employees in 40 countries.


Combination of successful and complementary business lines

The planned acquisition is part of ZF"s Next Generation Mobility Strategy and will expand the company"s expertise to include commercial vehicle braking solutions for the first time. This plays a central role for the control of automated driving functions - including emergency braking manoeuvres of trucks and trailers. Following the acquisition, customers of both companies will have a partner in ZF who can offer them a fully integrated system approach, new drive systems for E-Mobility and autonomous driving functions. ZF expects that automated driving functions will primarily be implemented for commercial vehicles and in areas with low complexity and traffic (e.g. factory sites, airports, agriculture). The combination of both businesses is expected to further accelerate the development of new technologies to enable autonomous commercial vehicle functions, making ZF less dependent on the economic cycle of the passenger car industry.

The transaction is subject to regulatory approvals, other customary closing conditions and shareholder approval with more than 50% of WABCO"s outstanding shares. ZF expects to close the transaction in the beginning of 2020.

ZF has received firm financing commitments for the acquisition from J.P. Morgan. ZF intends to partially refinance the facility via the debt capital markets. Due to the cash flow profile of both parties, ZF expects to reduce financial leverage significantly again following the completion of the transaction.

We invite you to participate in today"s Investor and Analyst call with ZF"s

CFO Dr. Konstantin Sauer at 4 PM CET. Access
: https://slidesync.com/a7vEbjMBgP


Press contacts:

Christoph Horn, SVP Global Corporate and Marketing Communications, Phone: +49 7541 77-2705img, E-Mail: christoph.horn@zf.com

Thomas Wenzel, Director Global Corporate Communications,

Phone: +49 7541 77-2543img, E-mail: thomas.wenzel@zf.com

Investor Relations contact (responsible person for publication):

Charbel Chamoun, Manager Investor Relations

Phone: +49 7541 77-969305img, E-Mail: charbel.chamoun@zf.com


About ZF Friedrichshafen AG

ZF is one of the leading global technology groups and supplies mobility systems for passenger cars, commercial vehicles, and industrial technology. With a comprehensive technology portfolio, ZF offers integrated system solutions for established automobile manufacturers, mobility providers, and newly emerging companies in the transport and mobility sector. Digital networking and automation is a focal point of the further development of ZF systems.

For further press information and photos, please visit: www.zf.com

Important Information

This communication is for information purposes only and does not constitute a solicitation of a proxy, nor shall there be any such solicitation in any jurisdiction in which such solicitation would be unlawful prior to applicable filings and/or qualification under the securities laws of such jurisdiction. This communication contains forward-looking statements. These statements relate to future events that are based on current expectations, estimates, forecasts and projections. These statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

28-March-2019 CET/CEST The EQS Distribution Services include Regulatory Announcements, Corporate News and Press Releases.
Archive at www.dgap.de/international

Language: English
Company: ZF North America Capital Inc.

15811 Centennial Drive

MI 48168 Northville

United States
E-mail: investor.relations@zf.com
ISIN: DE000A14J7F8, DE000A14J7G6
WKN: A14J7F, A14J7G
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Luxembourg Stock Exchange
EQS News ID: 792901

End of Announcement EQS News Service

792901  28-March-2019 CET/CEST

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