May 5, 2015
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`U.S. Federal Trade Commission Clears ZF's Acquisition Of TRW
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`LIVONIA, Mich., May 5, 2015 /PRNewswire/ -- TRW Automotive Holdings Corp. (NYSE: TRW) today announced that the U.S.
`Federal Trade Commission (the "FTC") cleared the proposed acquisition by ZF Friedrichshafen AG ("ZF") of TRW Automotive
`Holdings Corp. ("TRW"). The FTC's clearance is subject to certain conditions, which ZF has agreed to undertake following
`completion of the proposed acquisition, including the sale of TRW's Linkage and Suspension business which is currently
`underway. Subject to the receipt of antitrust approval in Mexico, which the parties expect to obtain shortly, and the satisfaction
`of other customary closing conditions, ZF's proposed acquisition is expected to close later this month.
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`About TRW
`With 2014 sales of $17.5 billion, TRW Automotive ranks among the world's leading automotive suppliers. Headquartered in
`Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 24 countries and employs approximately 65,000
`people worldwide. TRW Automotive products include integrated vehicle control and driver assist systems, braking systems,
`steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, fastening systems and
`aftermarket replacement parts and services. All references to "TRW Automotive", "TRW" or the "Company" in this press
`release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated. TRW Automotive news is
`available on the internet at www.trw.com.
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`Forward-Looking Statements
`This release contains statements that are not statements of historical fact, but instead are forward-looking statements within
`the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We caution readers not to place undue reliance on
`these statements, which speak only as of the date hereof. All forward-looking statements are subject to numerous
`assumptions, risks and uncertainties which could cause our actual results to differ materially from those suggested by the
`forward-looking statements, including those set forth in our Annual Report on Form 10-K for the fiscal year ended December
`31, 2014 (our "Form 10-K"), such as: the occurrence of any event, change or other circumstances that could give rise to the
`termination of the ZF merger agreement, which could have a material adverse effect on us and our stock price; the inability to
`consummate the proposed ZF merger or the inability to consummate the ZF merger in the timeframe or manner currently
`anticipated, due to the failure to satisfy conditions to completion of the proposed ZF merger, including that a governmental
`entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, could have a material adverse
`effect on us and our stock price; risks related to disruption of management's attention from our ongoing business operations
`due to the ZF merger; the effect of the announcement of the proposed ZF merger on the Company's relationships with its
`customers, suppliers, joint venture partners and others, as well as our operating results and business generally; strengthening
`of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; economic conditions adversely
`affecting our business, results or the viability of our supply base; risks associated with non-U.S. operations, including economic
`and political uncertainty in some regions, adversely affecting our business, results or financial condition; any developments
`related to antitrust investigations adversely affecting our financial condition, results, cash flows or reputation; pricing pressures
`from our customers adversely affecting our profitability; global competition adversely affecting our sales, profitability or financial
`condition; any disruption in our information technology systems adversely impacting our business and operations; any shortage
`of supplies causing a production disruption for any customers or us; the loss of any of our largest customers or a significant
`amount of their business, or a significant decline in their production levels, adversely affecting us; our contingent liabilities and
`tax matters causing us to incur losses or costs; any inability to protect our intellectual property rights adversely affecting our
`business or our competitive position; costs or adverse effects on our business, reputation or results from governmental
`regulations; work stoppages or other labor issues at our facilities or those of our customers or others in our supply chain
`adversely affecting our business, results or financial condition; commodity inflationary pressures adversely affecting our
`profitability or supply base; any increase in the expense of our pension and other postretirement benefits or the funding
`requirements of our pension plans reducing our profitability; and other risks and uncertainties set forth in the Company's Form
`10-K under "Item 1A. Risk Factors" and in our other filings with the U.S. Securities and Exchange Commission. All forward-
`looking statements are expressly qualified in their entirety by such cautionary statements. We do not undertake any obligation
`to release publicly any update or revision to any of the forward-looking statements.
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`To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/us-federal-trade-commission-
`clears-zfs-acquisition-of-trw-300078106.html
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`SOURCE TRW Automotive Holdings Corp.
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`News Provided by Acquire Media
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`Magna 2062
`TRW v. Magna
`IPR2015-00436