Schaeffler, Vitesco Technologies to merge
27 November 2023
Companies will create a motion technology company with four divisions
Schaeffler AG has entered into a business combination agreement (BCA) with Vitesco Technologies Group AG to jointly create a motion technology company. Under the BCA, Vitesco will support the overall transaction including the ongoing public tender offer by Schaeffler and the subsequent merger of Vitesco with Schaeffler. Schaeffler has published an offer price of 94 euros per share of Vitesco Technologies.
The combined company will reportedly have annual pro-forma sales of around 25 billion euros and employ more than 120,000 people.
By joining forces, Schaeffler said the enterprise will be able to broaden their business and technology portfolios along four divisions: E-Mobility, Powertrain & Chassis, Vehicle Lifetime Solutions and Bearings & Industrial Solutions. The combined company is expected to offer a complete range of products, particularly in electrification, to leverage the growth potential of e-mobility.
“At Schaeffler, we are fully convinced that both companies ideally complement each other and will thus be stronger together,” said Klaus Rosenfeld, CEO of Schaeffler AG. “We are pleased that, after intense and, in part, for both sides challenging discussions, we came to a business combination agreement, which now lays the ground for a swift and effective integration. This is an important milestone on our way to creating a leading motion technology company.”
Schaeffler and Vitesco agreed on a nine-member Management Board, which will be led by Schaeffler CEO Rosenfeld. The Management Board will also include the four functional leaders, CFO, CHRO, CTO and COO, as well as the four divisional CEOs.
The E-Mobility Division will combine the expertise of Schaeffler (E-Mobility) and Vitesco Technologies (Electrification Solutions Division), and will be headed by Thomas Stierle, who currently leads Vitesco’s electrification division.
Schaeffler and Vitesco agreed to establish an integration committee to ensure a smooth integration process within the combined company. The committee will have equal representation and consist of six members, involving the respective CEOs, CFOs and CHROs of both companies. Led by the integration committee, both parties are expected to prepare a joint business plan for the combined company by mid-2024 the latest. The first meeting of the integration committee will take place in December.
Schaeffler said the integration will be carried out in such a way that ongoing business will not be affected.
Further, it was agreed that the combined company will be named Schaeffler AG, with headquarters in Herzogenaurach, Germany. The allocation of the divisional headquarters is expected to be further discussed between the parties. However, Schaeffler said it recognized the importance of Vitesco’s current locations for the combined company, with Regensburg, Germany, playing an important role for the e-mobility business.
The planned merger of Vitesco Technologies Group AG into Schaeffler AG will require the approval of the respective annual general meetings of both companies.
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