On September 15, 2014, ZF and TRW signed a merger agreement for ZF`s acquisition of TRW. This agreement was linked to a number of concluding conditions, all of which are now met, including approval by TRW shareholders and antitrust authorizations in various countries and regions such as the United States, China and the EU. About ZF ZF is a world leader in traction and chassis technology as well as active and passive safety technologies. The company, which acquired TRW Automotive on May 15, 2015, is now present at some 230 sites in about 40 countries. The two companies, which were still independent in 2014, generated sales of more than 30 billion euros with 134,000 employees. As in previous years, the two companies invested about 5 percent of their turnover in research and development (1.6 billion euros for the last time) to succeed with innovative products. ZF is one of the world`s top three automotive suppliers. LIVONIA, Mich., May 15, 2015 /PRNewswire/ — ZF Friedrichshafen AG, the world leader in traction and chassis technology, and TRW Automotive Holdings Corp. (NYSE: TRW) today announced that the companies have completed the transaction under which ZF successfully took over TRW. TRW is integrated into ZF as a new Active – Passive Safety Technology division. The combined company is called ZF Friedrichshafen AG. “Today, we combine the strengths of ZF and TRW with a global supplier of automotive systems,” said Stefan Sommer, Chairman of ZF`s Executive Board. “We are all very excited to see our future plans with the combination that allows us to seize strategic opportunities and create sustainable value for our customers and employees.” “The combined company is a set of automotive technologies, from driver assistance and occupant safety systems to braking and steering systems, drive chains and gearboxes,” TRW`s John Plant said in a statement.
Under the terms of the merger agreement, TRW became a wholly owned subsidiary of ZF after the closing of the transaction and each remaining portion of TRW`s common shares was converted into the right to obtain $105.60 in cash. Following the closing of the transaction, TRW shares ended trading on the New York Stock Exchange prior to the market opening today and are being withdrawn from the stock exchange. The agreement creates the world`s second largest car supplier, according to Automotive News` list of the world`s top 100 suppliers. ZF generated global sales of $20.4 billion in 2013. In 2014, TRW recorded $17.5 billion. “This unique combination of advanced technologies is a major fit into the industry`s growing trends in safety, fuel efficiency and autonomous driving. This press release contains information about our future business and financial performance, as well as future events or developments related to ZF, which may represent forward-looking statements. These statements can be identified by words such as “wait,” “forward,” “predict,” “plan,” “believe,” “seek,” “appreciate,” “project” or “project” or words of a similar meaning. We may also make forward-looking statements in other reports, in presentations, in documents provided to shareholders and in press releases. In addition, our representatives may, from time to time, make forward-looking statements. These statements are based on current expectations and certain management assumptions of ZF, many of which are outside our control area. They are subject to a number of risks, uncertainties and factors.
If one or more of these risks or uncertainties arise or are not to materialize through underlying expectations or false assumptions, ZF`s actual results, results or performance (negative or positive) may differ materially from those described explicitly or implicitly in the forward-looking statement. ZF does not intend and undertake to update or revise these forward-looking statements in light of developments that deviate from expected developments.