EQS-Adhoc: Schaeffler AG: Conclusion of a Business Combination Agreement with Vitesco Technologies Group AG

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

 AG: Conclusion of a Business Combination Agreement with Vitesco Technologies Group AG; Decision of Schaeffler AG to increase the offer price under tender offer to shareholders of Vitesco Technologies Group AG.

Herzogenaurach, November 27, 2023. Schaeffler AG (“”) has entered into an agreement with Vitesco Technologies Group AG (“Vitesco”) on the planned business combination between the parties (“Business Combination Agreement”). The agreement stipulates that Vitesco will constructively support the business combination. The business combination will create a leading motion technology company with four focused divisions and revenues of approximately EUR 25 billion.

The first step to implement the business combination is the public tender offer in form of a cash offer to all shareholders of Vitesco, announced by Schaeffler on October 9, 2023 (“Tender Offer”). The acceptance period for the Tender Offer commenced on November 15, 2023 and is expected to expire on December 15, 2023. With regard to the Tender Offer, Schaeffler has decided to increase the offer price from EUR 91.00 to EUR 94.00. The decision was made after careful consideration of the prevailing market sentiment, and underscores Schaeffler’s confidence in the significant synergies and the value creation potential of the business combination with Vitesco. All shareholders of Vitesco, who have already accepted the Tender Offer or will accept the Tender Offer during the acceptance period, will receive this increased offer price at closing of the Tender Offer. The increase in the offer price is covered by the financing package arranged by Schaeffler in connection with the Tender Offer.

Following the closing of the Tender Offer, the business combination shall be implemented by way of a merger of Vitesco as the transferring entity into Schaeffler as the acquiring entity (“Merger”). For this purpose and subject to an agreement on the exchange ratio, Schaeffler and Vitesco intend in the context of the Merger to enter into a merger agreement and to execute all other necessary legal documents and to take all necessary and appropriate steps to prepare, convene and hold general meetings of Schaeffler and Vitesco in order to consummate the Merger, if approved by both general meetings, as soon as practicable following the closing of the Tender Offer on the basis of Vitesco’s annual financial statements as of December 31, 2023. The exchange ratio of Vitesco shares into Schaeffler shares for the Vitesco shareholders 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 prepared by an independent joint valuation expert in accordance with recognized valuation principles. Furthermore, as previously announced, Schaeffler intends to convert the non-voting shares of Schaeffler into common shares with full voting rights in this context.

The combined company of the Schaeffler group and the Vitesco group (“Combined Company”) will be named “Schaeffler AG”. The headquarters of the Combined Company will be in Herzogenaurach. Schaeffler recognizes the importance of Vitesco’s locations for the Combined Company, in particular Regensburg for the e-mobility business.

Especially in the fields of e-mobility, the Combined Company will offer a complete product range and will utilize the accelerated growth potential of e-mobility. In addition, the Combined Company will further improve profitability in the area of conventional drive technologies, chassis systems and in the automotive aftermarket business. Schaeffler still assumes that the business combination offers significant synergy potential with an expected EBIT effect of up to EUR 600 million per year, which is expected to be fully realized in 2029. Schaeffler and Vitesco will strive to achieve revenue and cost synergies in the best interest of the Combined Company.

Schaeffler has also made a commitment to Vitesco in the Business Combination Agreement to have sufficient debt financing facilities to refinance Vitesco’s financial liabilities under the existing promissory note loans, an existing European Investment Bank credit line and an existing revolving credit facility, should this be required as a result of or in connection with the closing of the Tender Offer.

While recognizing the responsibility of the Supervisory Board of Schaeffler (i.e., the Combined Company) and the currently applicable service agreements of the executive board members of Schaeffler, the executive board of the Combined Company shall be adjusted in such a way that Mr. Thomas Stierle will be responsible for the division e-mobility in the future as a member of the executive board. It is also intended to adjust the composition of the Supervisory Board of Schaeffler taking into account the needs of the Combined Company.

The parties have also agreed to engage in a constructive dialog with the employees of both companies and their representatives in order to develop attractive and competitive framework conditions with the aim of maintaining the excellent employee base and corporate culture.

Important information:

This announcement is for information purposes only and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco. Investors and holders of securities of Vitesco are strongly advised to read the offer document and all other announcements relating to the Tender Offer, as they contain important information.

Insofar as this document contains forward-looking statements, these do not represent facts and are identified by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Schaeffler and the persons acting in concert with it. The forward-looking statements are based on current plans, estimates and projections made by Schaeffler and the persons acting in concert with Schaeffler to the best of their knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of Schaeffler or the persons acting in concert with Schaeffler. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Schaeffler and the persons acting in concert with Schaeffler do not assume any obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.

Contact:

Schaeffler AGIndustriestraße 1-391074 HerzogenaurachGermanyRegistered with the Commercial Register of the local court (Amtsgericht) of Fürth under registration number HRB 14738Listed: Regulated Market (Prime Standard) in FrankfurtISIN: DE000SHA0159 (Preference Shares)

Contact person: Renata Casaro, Head of Investor Relations
Phone: +49 9132 82-4440
E-mail: ir@schaeffler.com

Contact person: Dr. Axel Lüdeke, Head of Group Communications Public Affairs
Phone: +49 9132 82-5000
E-mail: presse@schaeffler.com