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ZF Friedrichshafen Agrees to Acquire TRW Automotive and Form Joint Venture with Chinese Automotive Manufacturer BAIC 2014.10.12

Beijing, China and Friedrichshafen, Germany - October 09, 2014 - ZF Friedrichshafen AG and Beijing Automotive Industry Corporation (BAIC Group) have for the first time founded a joint venture for developing and assembling passenger car chassis systems. Dr. Stefan Sommer, CEO of ZF, and Xu Heyi, Chairman of the BAIC Group as well as its passenger car division BAIC Motor, signed the joint venture contract in Friedrichshafen on Thursday. ZF Frie-drichshafen AG and TRW Automotive Holdings Corp. (NYSE: TRW) announced that they have entered into a definitive agreement under which ZF will acquire TRW. The combined company will be a global leader in the automotive supplier business with pro forma combined sales of about EUR 30 billion (approx. USD 41 billion) and 138,000 employees.

ZF CEO Dr. Stefan Sommer (on the left) and the Chairman of the BAIC Group, Xu Heyi, in Friedrichshafen, Germany, during the initial contract signing for a joint venture for chassis system assembly. 
Photo courtesy ZF
 

Beijing, China and Friedrichshafen, Germany - October 09, 2014

German’s ZF and Chinese Automotive Manufacturer BAIC Form Joint Venture


• Joint venture in chassis technology for development and assembly of chassis systems

• New plant with 200 employees will be located south-east of Beijing


ZF Friedrichshafen AG and Beijing Automotive Industry Corporation (BAIC Group) have for the first time founded a joint venture for developing and assembling passenger car chassis systems.

ZF CEO Dr. Stefan Sommer and the Chairman of the BAIC Group, Xu Heyi, after the contract signing.
Photo courtesy ZF
 
Dr. Stefan Sommer, CEO of ZF, and Xu Heyi, Chairman of the BAIC Group as well as its passenger car division BAIC Motor, signed the joint venture contract in Friedrichshafen on Thursday.

Dr. Stefan Sommer, Chief Executive Officer of ZF Friedrichshafen AG.
Photo courtesy ZF
 
“We are very pleased the BAIC Group trusts our products,”
said ZF’s CEO Sommer during the signing of the contract.
“This cooperation is another major step forward in the Chinese market, which is extremely important for ZF.”

Photo courtesy ZF
 
ZF has been conducting business with Beijing Benz Automotive (BBAC), a joint venture of BAIC Motor and Daimler AG, for several years.

Specifically, ZF supplies complete front and rear chassis modules for the current Mercedes C Class, E Class, and GLK models produced in China.

The joint venture, in which ZF holds a 51-percent share, will be located in the Beijing Economic and Technological Development Area (BDA) to the south-east of China’s capital, Beijing.


Produced at the ZF Saarbrücken plant, the 8-speed automatic transmission for passenger cars has been in great demand
Photo courtesy ZF
 
Starting next year, engineers and plant planners will kick off development work and prepare the installation of production equipment; the launch of chassis module assembly is scheduled for the next years.


Then about 200 employees will assemble front and rear chassis modules with a starting capacity of 200,000 units for just-in-sequence delivery.

The customers will be the various car brands of the BAIC Group.

The two partners are investing more than €10 million in the new plant, which will cover an area of 16 000 square meters.


Aerial photo of ZF Friedrichshafen AG, Corporate Research & Development and Corporate Headquarters, Friedrichshafen, Germany
Photo courtesy ZF
 
“ZF is an important and reliable partner for us,”
said Xu Heyi, Chairman of the BAIC Group as well as its passenger car division, BAIC Motor.
“The new joint venture means we will cooperate with an experienced automotive supplier in the passenger car chassis technology field.”
He also stated that both companies wanted to examine whether there is scope for cooperation in further areas.


ZF in China

In 2013, ZF generated sales of €3 billion in the Region of Asia-Pacific, with 7 500 employees at 37 locations in 14 countries.
This was an increase of 15 % compared to 2012.

ZF has been active on the Chinese market since 1980 and has been producing locally since 1994.

In China, as part of the Asia-Pacific market region, ZF generated sales of some €2 billion last year, with 5,700 employees at 23 locations.

This Skyskraper, named The Center, is home to Holding ZF (China) Investment Co. Ltd.
ZF has 18 plants in the PRC – in Changchun, Shenyang, Jinan, Nanjing (2), Suzhou, Shanghai (7), Hangzhou, Ninguo, Shiyan, Zhuhai and Liuzhou.
 
Photo courtesy ZF
 
This year, ZF again expects significant growth in China and the Region of Asia-Pacific together with a further increase in staff.

The R&D Center in Shanghai established in 2005 is one of the technology company’s eight main development locations worldwide.


The BAIC Group

With more than two million vehicles supplied in 2013, the Beijing Automotive Industry Corporation (BAIC Group) is China’s No. 5 automotive manufacturer and ranks among the “Fortune 500” largest companies worldwide.


Press contact

Dr. Jochen Mayer
Business Press
Phone: +49 7541 77-7028
Fax: +49 7541 77-907028
jochen.mayer@zf.com  


ZF Friedrichshafen Agrees to Acquire TRW Automotive


• Combined Company With Pro Forma Sales of More Than € 30 Billion and 138,000 Employees

• Complementary Portfolio of Acknowledged Products and Technologies Benefitting from Megatrends Such as Fuel Efficiency, Increased Safety Requirements and Autonomous Driving

• Balanced Regional and Customer Portfolio in Both Volume and Premium Segments

• All Cash Transaction at Full and Certain Value for TRW Stockholders


Friedrichshafen, Germany and Livonia, MI, USA.

ZF Friedrichshafen AG and TRW Automotive Holdings Corp. (NYSE: TRW) announced that they have entered into a definitive agreement under which ZF will acquire TRW.

ZF has 19 locations in Northamerica, 15 of them in the USA.
ZF North America Operations (NAO) is headquartered in Northville, Michigan
(foto). 
Photo courtesy ZF
 
The combined company will be a global leader in the automotive supplier business with pro forma combined sales of about € 30 billion (approx. US$ 41 billion) and 138,000 employees.

Together, ZF and TRW will be uniquely positioned to benefit from the megatrends of the automotive industry on a global basis.


Combination of two Highly Successful Technology Leaders

Both companies have acknowledged technology positions in high-growth segments that profit from the megatrends towards fuel efficiency, increased safety requirements and autonomous driving.

ZF is an important player in driveline and chassis technologies, whereas TRW is a significant supplier of active and passive safety technologies, including advanced driver assistance systems.

Both companies have demonstrated a strong track record based on high product quality and continued innovation for their customers.

Globally, pro-forma combined R&D investments (total company funded engineering expenses incl. R&D, ref. to FY 2013) will amount to approximately € 1.5 billion (about US$ 2.1 billion), making ZF a global leader in R&D.

Dr. Stefan Sommer, Chief Executive Officer of ZF Friedrichshafen AG.
Photo courtesy ZF
 
Stefan Sommer, Chief Executive Officer of ZF, said:

“The acquisition of TRW fits perfectly into our long-term strategy. The transaction combines two highly successful companies that have remarkable track records of innovation and growth and solid financial positions. We are strengthening our future prospects by enlarging our product portfolio with acknowledged technologies in the most attractive segments.”

Sommer continued:
“This is an acquisition in the spirit of a part-nership. We look forward to welcoming TRW’s employees to our company and are committed to working closely with them to realize the potential of this exciting combination. The Detroit metro area will remain a major business center for the company, and we expect employees from both companies to benefit from the enhanced career opportunities at a larger, more diversified company.”

ZF Transmission Plant Gray Court, South Carolina (USA).
ZF opened the Transmission Plant in July 2013 with the production of 8-speed and 9-speed automatic transmissions for the North American Market
.
Photo courtesy ZF
 
John C. Plant, Chairman and CEO of TRW, said:

“We have long respected ZF as a very successful company in our industry with similar values and focus on innovation. This transaction provides significant benefits for our shareholders who will receive a full and certain value for their shares, as well as for our employees, customers and communities, all of which will reap the benefits of being part of a larger, more diversified global organization. Our employees have shown admirable dedication in growing TRW into the formidable company it is today, and our strong performance is a testament to their hard work.”


U.S. and China Sales Volumes to More Than Double

With the acquisition of TRW, ZF would more than double its sales in two of the most significant countries of the world for automotive sales: China and the United States.

ZF has done business in the U.S. since 1979 and currently operates 12 sites, including a production site for automatic transmission systems in South Carolina that was opened in mid-2013.

ZF Transmission Plant Gray Court, South Carolina (USA).
ZF opened the Transmission Plant in July 2013 with the production of 8-speed and 9-speed automatic transmissions for the North American Market
.
Photo courtesy ZF
 
Through the transaction, ZF would significantly increase its annual sales volume in the U.S. from € 2.8 billion (US$ 3.9 billion) to € 6.5 billion (US$ 9.0 billion).

ZF’s presence in China, accounting for two thirds of the company’s total regional sales of € 3 billion (US$ 4.1 billion) in Asia-Pacific, would be significantly strengthened as a result of the combination.

Together with TRW, which also has a strong presence in China, ZF would achieve a sales volume of € 4.0 billion (US$ 5.5 billion) in China.

Furthermore, the combined company would achieve annual sales of about € 5.4 billion (approx. US$ 7.5 billion) in the Asia-Pacific region.

Both companies have invested heavily into expanding their pro-duction footprint over recent years.

ZF Friedrichshafen AG, Corporate Research & Development, functional test rig for automatic passenger car transmissions.
Photo courtesy ZF
 
Further, both have major pro-duction sites and strong R&D operations in China: ZF is currently expanding its R&D Center in Shanghai to 800 employees which is a 30 minute drive away from TRW’s new R&D facility.

The TRW facility will eventually house 1,200 employees, making it TRW’s largest R&D site worldwide.



Balanced Regional and Customer Portfolio

The combined group will generate about half of its sales in Europe and half in North America, Asia-Pacific and the rest of the world.

The transaction will also lead to a balanced portfolio of customers in both the premium and the volume segments.

ZF has created 1,200 jobs at the new plant in Gray Court.
The photo shows the production of 8-speed automatic transmissions

Photo courtesy ZF
 
TRW
achieves a large portion of sales in the volume segment and maintains strong relationships with US and European volume manufacturers.

ZF possesses a broader customer base and is strong among premium car producers.

Further, the combined company will be well positioned to supply car manufacturers in Asia.


TRW to Become a Separate Business Division of ZF

ZF will remain headquartered in Friedrichshafen.

TRW will be integrated into ZF as a separate business division.

No decisions about management responsibilities for the TRW business have been made yet.

8-Speed Hybrid Transmission 8P70H.
With the hybrid version of the 8-speed automatic transmission, ZF advances the electrification of the passenger car driveline
.
Photo courtesy ZF
 
The companies plan to establish integration teams consisting of balanced representation from both companies to ensure a seamless integration that positions the combined company for accelerated growth while addressing potential challenges for employees and customers.

Due to the complementarity of the two companies the main focus will be on growth while cost synergies are expected to be mainly derived from greater purchasing power and sharing best practise standards.


Full and Certain Value for TRW Stockholders

Under the terms of the agreement, ZF will acquire TRW in an all-cash transaction valued at approximately US$ 12.4 billion based on equity value.

The agreement has been approved by ZF’s Supervisory Board and Management Board and TRW’s Board of Directors.

TRW stockholders will receive US$ 105.60 in cash for each share of TRW stock.


Transaction Fully Financed on Conservative Terms

ZF has received firm financing commitments from Citigroup and Deutsche Bank and remains committed to its conservative finan-cial policy.

Due to the strong growth and cash flow profile of the combined company, ZF expects to reduce its financial leverage significantly again in the coming years.


Transaction Closing Conditions

The transaction is subject to several customary closing conditions, including antitrust and US foreign investment clearance and the approval of TRW’s stockholders representing more than 50 percent of TRW’s outstanding shares.

ZF expects the transaction to close in the first half of 2015.

Following the closing, TRW will be delisted from the New York Stock Exchange.


Benefits for all Stakeholders

Stefan Sommer added:
“The combination makes sense for all of our constituencies: Customers of both companies will have access to a broader offering under one roof and employees from ZF and TRW will enjoy enhancements that result from the combined organization. TRW stockholders will receive an attractive valuation and our own shareholders – the Zeppelin and Ulderup foundations – will benefit from improved future prospects and diversification of the combined company.”

Prof. Dr. Giorgio Behr, Chairman of the ZF Supervisory Board, underlined that “both companies make this step from a position of strength. They have excellent growth prospects”.

Citigroup and Deutsche Bank acted as financial advisors to ZF, Sullivan & Cromwell as legal advisor.


ZF Corporate Headquarter, Friedrichshafen, Germany.
Photo courtesy ZF
 
Press contact


Andreas Veil
Head of Business Press and PR
Phone: +49 7541 77-7925
Fax: +49 7541 77-907925
andreas.veil@zf.com  


 
 
Source: ZF Friedrichshafen AG


http://www.zf.com/corporate/en/homepage/homepage.html  



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