Vitesco Technologies Group AG / DE000VTSC017

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

EQS-Ad-hoc: Vitesco Technologies Group AG / Key word(s): Merger


27-Nov-2023 / 08:01 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014   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 [phone] or by sending an e-mail to [e-mail] 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 [phone]
[e-mail]

End of Inside Information

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27-Nov-2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

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Language:	English
Company:	Vitesco Technologies Group AG
	Siemensstraße 12
	93055 Regensburg
	Germany
Phone:	[phone]
E-mail:	[e-mail]
Internet:	www.vitesco-technologies.com
ISIN:	DE000VTSC017
WKN:	VTSC01
Indices:	MDAX
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID:	1781931

End of Announcement	EQS News Service

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1781931  27-Nov-2023 CET/CEST