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ZF Friedrichshafen AG completes US $ 7 billion acquisition of WABCO

ZF agrees to acquire WABCO

ZF and WABCO will become a leading global commercial vehicle technology integrated system supplier with a total sales of 40 billion euros

The two companies complement each other and will create value for ZF's commercial vehicle customers

ZF acquired WABCO for US $ 136.50 per share, with a total stock value of approximately US $ 7 billion

Expected to complete the transaction in early 2020

The ZF Management Committee and Supervisory Board, as well as the WABCO Board of Directors, have approved the acquisition

News from Friedrichshafen, Germany. The world's leading technology group and supplier of passenger vehicles, commercial vehicles and industrial technology mobile systems, ZF Friedrichshafen AG today announced that the company has reached a definitive agreement to acquire WABCO for US $ 136.50 per share. WABCO; NYSE trading code: WBC). This acquisition has been approved by the ZF Management Committee and Supervisory Board, as well as the WABCO Board of Directors. ZF and WABCO will jointly become a leading global commercial vehicle technology integrated system supplier, creating value for ZF's commercial vehicle customers. The combined sales of the two companies will reach approximately 40 billion euros.

ZF agrees to acquire WABCO

WABCO is the world's leading supplier of variable speed braking systems, technologies and services. Its products and services can improve the efficiency, safety and networking of commercial vehicles including trucks, buses and trailers. WABCO's diverse products and services include integrated brake systems and stability control, air suspension systems, automatic transmission control products, and aerodynamics, telematics systems and fleet management solutions. WABCO is listed on the New York Stock Exchange, with total sales revenue of 3.3 billion euros in 2018 and approximately 16,000 employees in 40 countries.

Wolf-Henning Scheider, CEO of ZF Corporation, said: "We believe that by partnering with WABCO, ZF can become the world's leading supplier of integrated systems for commercial vehicle technology To create long-term value and protection for customers, employees and shareholders. For ZF, the acquisition of a company that focuses on and leads the commercial vehicle braking system will not only add a stable and growing business to us, but also allow us The existing Commercial Vehicle Technology Division was able to expand its capabilities in vehicle motion control. This is also in the best interest of our shareholders: the Zeppelin Foundation and the Dr. Jürgen and Ms. Irmgard Ulderup Foundation, as this transaction will have Help ZF continue to grow. "

Jacques Esculier, Chairman and CEO of WABCO, said: "We will join hands with the highly respected ZF to create a leading global technology company that will allow us to seize the opportunity and take full advantage of future commercialization of automation, efficiency and networking. Opportunities brought by car demand.

Fufu has a long and successful history of cooperation in the development of innovative technologies. Both parties have the belief of pursuing excellence, dedication to innovation and customer orientation. "

Strong alliance, complementary advantages

This planned acquisition is part of ZF's next-generation travel strategy and will expand the company's capabilities to include commercial vehicle braking solutions. This plays a central role in the implementation of autonomous driving functions, including emergency braking operations for trucks and trailers. After the acquisition, the customers of both companies will have ZF as a partner to provide them with comprehensive system solutions for the new drive system for electric drive technology and autonomous driving functions. ZF expects that autonomous driving functions will be mainly used in commercial vehicles, and in scenarios with relatively low traffic flow and complexity (such as factories, airports, and farms). The merger of the two companies' business is expected to further accelerate the development of new technologies to realize the commercial vehicle's automation function, enabling ZF to reduce its dependence on the economic cycle of the passenger car industry.

WABCO ’s strategic acquisition plan is in line with ZF ’s goal of developing and delivering technical solutions that enable vehicles to observe, think, and act to reduce emissions and improve road safety. Through its sensor system and computing technology, ZF already has the ability to "observe" and "think"; ZF will work with WABCO in the future to improve the entire commercial vehicle technology portfolio and provide solutions to enable vehicles to have " "Action" capability. In the field of steering and drivetrain technology, ZF is already a leading global supplier.

Dr. Konstantin Sauer, Chief Financial Officer of ZF Corporation, said: "It is the right time for ZF to propose a strategic acquisition of WABCO. After the successful integration of Trina Motors, ZF has significantly reduced debt levels. In fact, we have exceeded our debt reduction targets. WABCO is a healthy and growing company with strong cash flow, which is very compatible with ZF and can cooperate with our implementation strategy."

The transaction is subject to regulatory approval and other conventional delivery conditions, as well as approval by shareholders representing more than 50% of WABCO ’s issued share capital. ZF expects that the transaction will be completed in early 2020.

In view of the cash flow of both parties, ZF expects to significantly reduce its financial leverage once the transaction is completed.

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