Vitesco Technologies Group AG
Vitesco Technologies Group AG: Conclusion of a Business Combination Agreement with Schaeffler AG, increase of the offer price in the context of the tender offer of Schaeffler AG

Publication of inside information

pursuant to Article 17 of Regulation (EU) No 596/2014

Vitesco Technologies Group AG: Conclusion of a Business Combination Agreement with Schaeffler AG, increase of the offer price in the context of the tender offer of Schaeffler AG

Regensburg, 27 November 2023 – Vitesco Technologies Group AG, headquartered in Regensburg (ISIN: DE000VTSC017 / DE000VTSC025), today entered into a Business Combination Agreement with Schaeffler AG, headquartered in Herzogenaurach, regarding the combination of the two companies envisaged by Schaeffler.

In connection with the conclusion of the Business Combination Agreement, Schaeffler announced to Vitesco Technologies that it will increase the cash consideration offered in the tender offer from EUR 91.00 to EUR 94.00 per share. Following completion of the tender offer, Schaeffler intends to merge Vitesco Technologies as the transferring entity into Schaeffler as the acquiring entity in order to create a combined company.

By entering into the agreement, Vitesco Technologies and Schaeffler intend to set out the key parameters of the business combination and the framework for the future cooperation between the two companies. Among other things, Vitesco Technologies has undertaken to constructively support the transaction until the General Meeting decides on the merger and to implement the merger following approval by the General Meeting with the required majority of 75% of the share capital. The General Meeting of Vitesco Technologies to decide on the merger is expected to take place on 24 April 2024.

The applicable exchange ratio of Vitesco Technologies shares into Schaeffler shares for the shareholders of the company in the context of the merger is to be agreed between the parties by mutual consent in the merger agreement on the basis of a determination of the enterprise values of Schaeffler and Vitesco Technologies prepared by an independent joint valuation expert in accordance with recognised valuation principles.

The Business Combination Agreement is based on the voluntary public tender offer for all outstanding shares of Vitesco Technologies originally published by Schaeffler on 15 November 2023. Schaeffler had previously entered into an Acting in Concert Agreement on 9 October 2023 with IHO Beteiligungs GmbH and IHO Verwaltungs GmbH, which respectively hold approx. 10.00% and approx. 39.94% of the shares in Vitesco Technologies. Under the Acting in Concert Agreement, the Vitesco Technologies shares held by IHO Beteiligungs GmbH and IHO Verwaltungs GmbH are attributed to Schaeffler in accordance with Section 30 para. 2 WpÜG.

In the Business Combination Agreement, Vitesco Technologies has undertaken to provide certain cooperation services with regard to the financing structure, taxes, accounting and financial reporting of the company. In addition, the company’s business is to be conducted in accordance with the normal course of business. To the extent that Vitesco Technologies incurs reasonable external costs in connection with certain cooperation services in the area of accounting and reporting, Schaeffler has undertaken to reimburse these costs.

Legal information:

 This notification is intended for information purposes only and constitutes neither an invitation to sell nor an offer to buy securities of Vitesco Technologies or Schaeffler. The final terms and conditions of the Offer are solely determined by the offer document published by Schaeffler and any amendments thereto. Furthermore, the information in this notification does not constitute an explanation of or a supplement to the contents of the joint reasoned statement of the Executive Board and Supervisory Board of Vitesco Technologies. The joint reasoned statement was published on the website of Vitesco Technologies under https://ir.vitesco-technologies.com/websites/vitesco/German/0/investoren.html in German as well as under https://ir.vitesco-technologies.com/websites/vitesco/English/0/investors.html as a non-binding English translation. Physical copies of the joint reasoned statement are available at Vitesco Technologies Group AG, Siemensstraße 12, 93055 Regensburg, Germany (order by phoning +49 (0) 941 2031 6381 or by sending an e-mail to jens.von.seckendorff@vitesco.com indicating a mailing address) for issue free of charge. Investors and holders of securities of Vitesco Technologies are strongly advised to read the offer document, the joint reasoned statement and all other announcements in connection with the Offer as soon as they are published, as they contain or will contain important information.

Contact:

Heiko Eber
Head of Investor Relations
Telephone +49 941 2031 72348
Heiko.Eber@vitesco.com