Merger Agreement Wabco

12 Dec

At a special meeting of WABCO shareholders, holders representing 68.44% of the company`s outstanding shares voted in favour of the adoption of the proposed merger agreement. A total of 71.97% of WABCO shareholders took part in the vote. Jacques Esculier, President and CEO of WABCO, said: “This is the right combination at the right price at the right time for WABCO. We have a successful collaboration with ZF, including the prototyping of first-rate technologies in the industry, and the strategic adjustment between our two companies is compelling. After a thorough review, we are very pleased to announce a final agreement that we believe is in the best interests of WABCO shareholders. WABCO India Ltd in a regulatory notification in March 2019 stated that WABCO Holdings Inc. has entered into a definitive merger agreement with ZF Friedrichshafen AG. As part of the agreement, ZF acquires all outstanding WABCO shares for $136.50 per share in a cash transaction of more than $7 billion. The acquisition price corresponds to a 13 per cent increase in the closing price of $120.75 $US on February 26, 2019, the date before the media reports and confirmation by WABCO that ZF approached the company.

The transaction also represents an increase of approximately 18 per cent and 23 per cent to the undisturbed volume weighted average price (VWAP) for the 30 and 90 days to February 26, 2019. Wabco Holdings Inc. (the “Company”) intends to provide relevant documents to the Securities and Exchange Commission (SEC), including an interim proxy statement regarding Schedule 14A. After the final power of attorney is filed with the SEC, the company will send the final power of attorney and proxy card to each voting shareholder at the special meeting on the proposed merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant documents (if any) and all documents submitted by the Company to the SEC can be obtained free of charge on the SEC`s website at www.sec.gov. In addition, shareholders can receive free copies of the company`s filings with the SEC on the company`s investor relations under www.wabco-auto.com or through Sean Deason, Vice President of Investor Relations and Controllers, by phone: 1 248-270-9287, e-mail: investorrelations@wabco-auto.com. With the merger, ZF now employs 160,000 people worldwide, with about 260 sites in 41 countries. In 2019, ZF generated sales of 36.5 billion euros ($40.5 billion). Wabco had revenues of $3.4 billion. BERN, Switzerland and Friedrichshafen, Germany, March 24, 2020 (GLOBE NEWSWIRE) — WABCO Holdings Inc.

(“WABCO”) (NYSE: WBC) (www.wabco-auto.com) and ZF Friedrichshafen AG (“ZF”) announced today that they have received all regulatory approvals necessary to close their announced merger, with the exception of the Chinese Government for Market Regulation (SAMR). WABCO and ZF expect SAMR`s approval to be granted without significant delay and expect the transaction to close in the second quarter of 2020, if this final administrative approval is expected. For more information on all the terms of the final merger agreement, please refer to WABCO`s Form 8-K, which will be submitted to the Securities and Exchange Commission as part of this transaction. Sean Deason, 248 270 9287, investorrelations@wabco-auto.com Nina Friedmann, `49 69 719 168 171,wabco@klenkhoursch.de BERN, SUISSE, March 28, 2019 – WABCO Holdings Inc.