ZF Completes Acquisition of TRW Automotive - May 15, 2015
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`NEWS RELEASES
`ZF COMPLETES ACQUISITION OF TRW AUTOMOTIVE
`May 15, 2015
`- ANTITRUST CLEARANCES HAVE BEEN GRANTED
`- CLOSING IS STARTING SIGNAL FOR INTEGRATION
`- TRW WILL BE INTEGRATED INTO ZF AS THE NEW "ACTIVE & PASSIVE SAFETY
`TECHNOLOGY" DIVISION
`LIVONIA, Mich., May 15, 2015 /PRNewswire/ -- ZF Friedrichshafen AG, a global leader in driveline and chassis
`technology, and TRW Automotive Holdings Corp. (NYSE: TRW) announced today that the companies have
`completed the transaction under which ZF has successfully acquired TRW. TRW will be incorporated into ZF as a
`new division called Active & Passive Safety Technology. The combined company operates under the name ZF
`Friedrichshafen AG.
`
`"Today marks the day we combine the strengths of ZF and TRW into a worldwide
`leading systems supplier in the automotive sector," said Stefan Sommer, ZF's
`Chief Executive Officer. "We are all very excited about our plans for the future, with
`the combination allowing us to capitalize on strategic opportunities and create
`near- and long-term sustainable value for our customers and employees."
`
`"The combined company is a powerhouse of automotive technologies, ranging
`from driver assistance and occupant safety systems, to drivelines and
`transmissions, and braking and steering systems," said John C. Plant, President
`and CEO of TRW. "This unique combination of advanced technologies
`comprehensively addresses the growing, industry-wide trends of safety, fuel
`efficiency and autonomous driving."
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`Transaction completed as planned in first half of 2015
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`On September 15, 2014, ZF and TRW signed a Merger Agreement for the
`acquisition of TRW by ZF. This agreement was subject to a number of closing
`conditions, all of which have now been met, including the approval by TRW stockholders and antitrust clearances in
`various countries and regions such as the U.S., China, and the EU.
`
`Closing serves as starting signal for integration
`
`The closing marks the start of the integration process of TRW that is projected to last three to five years. The process
`will start in those areas where customers will benefit from combined activities first; this includes the development of
`new products, materials management, sales, and the aftermarket. "Our aim is to combine the best of both worlds,"
`said Sommer.
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`Top three global automotive supplier
`"With pro forma sales exceeding €30 billion and more than 130,000 employees, the combined company is a top
`three global automotive supplier," continued Sommer. "Together with TRW, ZF will be even better positioned to
`benefit from major trends in the industry by building on the strengths of both companies, remaining focused on
`current and future business needs, and managing the transition with an emphasis on creating value."
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`Plant added: "This transaction provides significant benefits for our shareholders, employees, customers and
`communities, all of which will reap the benefits of being part of a larger, more diversified global organization focused
`on developing the next generation of motion, mobility and safety solutions."
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`TRW shares to be delisted
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`Pursuant to the terms of the Merger Agreement, upon completion of the acquisition, TRW became a wholly-owned
`subsidiary of ZF, and each outstanding share of TRW common stock was converted into the right to receive $105.60
`in cash. As a result of the completion of the acquisition, TRW shares ceased trading on the New York Stock
`Exchange prior to market open today, and will be delisted.
`
`About ZF
`ZF is a global leader in driveline and chassis technology as well as active and passive safety technology. The
`company, which acquired TRW Automotive on May 15, 2015, is now represented at about 230 locations in some 40
`countries. The two companies, that were still independent in 2014, achieved a sales figure exceeding €30 billion with
`134,000 employees. As in previous years, both companies have invested approximately 5 percent of their sales in
`Research and Development (recently €1.6 billion) in order to be successful with innovative products. ZF is one of the
`top three automotive suppliers worldwide.
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`http://trw.mediaroom.com/index.php?s=32950&item=128178&_ga=1.208311058.1693872067.13...
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`6/30/2015
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`ZF Completes Acquisition of TRW Automotive - May 15, 2015
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`Page 2 of 2
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`In 2015, the company is celebrating its centennial. Originally named Zahnradfabrik GmbH, ZF was founded in
`Friedrichshafen in 1915 by Luftschiffbau Zeppelin GmbH among others. In its early years, the company developed,
`tested, and manufactured aircraft transmissions. After 1919, the company focus shifted under Alfred Graf von Soden-
`Fraunhofen, the first Managing Director and later member of the Board of Management and CEO, to the automotive
`and commercial vehicle industry. In this sector, the company established itself once and for all as a major technology
`supplier, registering numerous patents for innovative transmission technology. The first location outside Europe was
`founded in Brazil in 1958, launching a globalization drive that continues today. In addition, ZF constantly expanded
`its range of expertise – also through acquisitions. For instance, in 1984 ZF acquired the majority share in Lemforder
`Metallwaren & Co. KG, a move which extended the product portfolio to include chassis technology. Later, in 2001,
`ZF took over Mannesmann Sachs AG to strengthen its value creation chain with driveline and chassis components. It
`adopted the current name of ZF Friedrichshafen AG in 1992. Today's product range includes driveline and chassis
`technology such as transmissions, driveline and chassis components, as well as complete axle systems and
`modules. ZF products are used in passenger cars, commercial vehicles, construction and agricultural machinery, rail
`vehicles and marine applications. The company also focuses on the wind power and electronic components
`business. In addition, ZF Services represents the Group on the international aftermarket. In May 2015, ZF completed
`the acquisition of the U.S. automotive supplier TRW which had been previously announced in 2014. The
`shareholders of ZF Friedrichshafen AG are the Zeppelin Foundation, administered by the City of Friedrichshafen,
`holding a share of 93.8 percent, and the Dr. Jurgen and Irmgard Ulderup Foundation, Lemforde, with 6.2 percent.
`The "Motion and Mobility" slogan clearly states the company's core mission: Right from its foundation, ZF has
`developed and manufactured innovative products for all people around the globe who want to move things reliably,
`comfortably, and safely, and experience the ultimate in efficient mobility. Quality, technological leadership, and
`innovative power have always defined the Group's identity – today as much as ever.
`
`For further press information and photos please visit: www.zf.com
`
`Disclaimer
`
`This press release contains statements related to our future business and financial performance and future events or
`developments involving ZF that may constitute forward-looking statements. These statements may be identified by
`words such as "expect," "look forward to," "anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project" or
`words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in
`material delivered to shareholders and in press releases. In addition, our representatives may from time to time make
`oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of
`ZF's management, of which many are beyond our control. These are subject to a number of risks, uncertainties and
`factors. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or
`assumptions prove incorrect, actual results, performance or achievements of ZF may (negatively or positively) vary
`materially from those described explicitly or implicitly in the relevant forward-looking statement. ZF neither intends,
`nor assumes any obligation, to update or revise these forward-looking statements in light of developments which
`differ from those anticipated.
`
`Photo - http://photos.prnewswire.com/prnh/20150515/216259
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`SOURCE TRW Automotive Holdings Corp.
`
`For further information: Andreas Veil, Head of Business and Finance Communications, phone: +49 (0)7541 77-7925,
`email: andreas.veil@zf.com; Colleen Hanley, Director Global Communications TRW,phone: +1 (734) 8552610, email:
`colleen.hanley@trw.com
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`6/30/2015