Germany’s ZF Purchasing TRW Automotive

[kscarbel2]

Heavy Duty Trucking / September 15, 2014

TRW Automotive Holdings Corp. on Monday announced it has entered into an agreement with ZF Friedrichshafen AG of Germany in which ZF will acquire all outstanding shares of TRW, based in Livonia, Michigan.

The transaction will create one of the world’s largest companies in the vehicle supplier business, with combined sales of approximately $41 billion and 138,000 employees, according to a release.

“The combined company will be well positioned to capitalize on favorable megatrends in the automotive industry by bringing together complementary product offerings and leading technology positions that serve high-growth areas such as fuel efficiency, increased safety requirements, and autonomous driving,” the announcement said.

ZF is a major player in driveline and chassis technologies for both the passenger and commercial vehicle arenas, while TRW is a significant supplier of active and passive safety technologies, including advanced driver assistance systems.

ZF says TRW will be operated as a separate business division. No decisions about management responsibilities for the TRW business have been made yet, according to ZF.

The purchase price is $105.60 per share in an all-cash transaction valued at approximately $13.5 billion. According to the announcement, that represents a premium of approximately 16% and 15% over TRW's closing stock price of $91.40 on July 9, the day before it confirmed it received the offer, and all-time high price of $91.62 on July 7, respectively.

The deal is still subject to regulatory approval and is expected to close in the first half of next year.

TRW’s Board of Directors and ZF’s Supervisory Board and Management Board have unanimously approved the agreement.