EQS-News: Schaeffler AG has secured 29.88 percent of Vitesco Technologies Group AG with its public tender offer

• Tender offer successful, 11,957,629 Vitesco shares have been tendered
• Schaeffler AG stake in Vitesco Technologies Group AG around 30 percent
• Completion of tender offer and payment of consideration on January 5, 2024
• Extraordinary General Meeting and separate meeting of non-voting common shareholders on February 2, 2024, as next step
• Completion of the overall transaction expected in the fourth quarter of 2024
• Integration committee has started its work

Herzogenaurach | December 20, 2023 | Schaeffler AG (“Schaeffler”) has announced the final result of the voluntary public tender offer (“tender offer”) for all outstanding shares of Vitesco Technologies Group AG (“Vitesco”). Until the end of the acceptance period on December 15, 2023, 11,957,629 Vitesco shares have been tendered to Schaeffler. This corresponds to 29.88 percent of the share capital and voting rights in Vitesco. Together with the 49.94 percent stake held by IHO Holding, the strategic management holding of the Schaeffler family, Schaeffler will hold 79.82 percent of the share capital and voting rights in Vitesco following the completion of the tender offer. In addition, Schaeffler AG has entered into a Total Return Swap with an underlying stake of approximately 9.00 percent of Vitesco’s share capital. All regulatory approvals required for the completion of the tender offer have been obtained. Completion of the tender offer and payment of the cash consideration are expected to take place on January 5, 2024.

Klaus Rosenfeld, CEO of Schaeffler AG, said: “We are very pleased with the result of the tender offer. From January 5, 2024, Schaeffler AG will hold a stake of around 30 percent in Vitesco Technologies Group AG. That is a little more than we expected and a very good foundation as we proceed with the transaction as planned.“

Extraordinary General Meeting and separate meeting on February 2, 2024
The tender offer was the first step of a three-step overall transaction. The second step entails the resolution to unify Schaeffler’s share classes. For this purpose, Schaeffler convenes an Extraordinary General Meeting and a separate meeting of the non-voting common shareholders in Herzogenaurach on February 2, 2024. Shareholders will be given the opportunity to vote in presence on the intended conversion of the non-voting common shares into common shares with full voting rights, which should become effective at the same time as the merger.

The conversion offer brings significant advantages to non-voting common shareholders. All shareholders of Schaeffler AG will be entitled to vote after the conversion; the principle of “one share, one vote” will apply. Schaeffler is thus fulfilling the repeatedly expressed request by capital markets for greater participation in the company. This will further increase Schaeffler’s attractiveness as an investment.

The share conversion is also intended to lead to improved liquidity in the share and an increased free float in the course of the planned merger of Vitesco into Schaeffler. For the combined company, the free float is intended to reach a level of around 30 percent. On that basis, it is expected that the Schaeffler share will be included in the indices MDAX and MSCI Europe following the transaction.

Completion of overall transaction in the fourth quarter of 2024
The integration committee, which comprises the respective CEOs, CFOs and CHROs of Schaeffler and Vitesco and was set up to ensure a smooth integration process in the combined company, has started its work to prepare the integration. In addition, preparations have started for the merger of Vitesco Technologies Group AG into Schaeffler AG, the third step of the overall transaction. This step requires the approval of the respective Annual General Meetings of both companies, which are expected to take place on April 24, 2024 (Vitesco) and April 25, 2024 (Schaeffler). As the final step in the overall transaction, the merger is expected to be completed in the fourth quarter of 2024.

Disclaimer
Voluntary public tender offer of Schaeffler AG to the shareholders of Vitesco Technologies AG

This publication is for information purposes only regarding the voluntary public tender offer (the “Offer”) of Schaeffler AG (“Schaeffler”) for all shares of Vitesco Technologies Group AG (“Vitesco” or the “Company”) and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco. The offer document published by Schaeffler after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“Offer Document”) is the sole binding document with regard to the terms and other provisions relating to the Offer. Investors and holders of securities of Vitesco are strongly advised to read the Offer Document and all other announcements relating to the Offer as soon as they have been made public, as they contain or will contain important information.

The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) in conjunction with the German regulation on the contents of offer documents, considerations related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Offer or of the Offer Document have been or will be applied for or initiated by Schaeffler or the persons acting in conjunction with Schaeffler outside of the Federal Republic of Germany. Schaeffler and the persons acting in conjunction with Schaeffler therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany or applicable securities laws of the United States of America.

The Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States of America.

Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the non-compliance of third parties with any laws.

Schaeffler, to the extent permissible under applicable law or regulation, reserves the right to purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, or enter into derivative transactions with respect to the shares in the Company, outside of the Offer. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Schaeffler and the persons acting in conjunction with Schaeffler, for example with regard to the potential consequences of the Offer for the Company, for those shareholders of the Company who choose not to accept the Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which Schaeffler and the persons acting in conjunction with Schaeffler have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Schaeffler or the persons acting in conjunction with Schaeffler. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Schaeffler and the persons acting in conjunction with Schaeffler assume no obligation to update forward-looking statements with respect to actual developments or events, conditions events, general conditions, assumptions or other factors.

Schaeffler Group – We pioneer motion

The Schaeffler Group has been driving forward groundbreaking inventions and developments in the field of motion technology for over 75 years. With innovative technologies, products, and services for electric mobility, CO₂-efficient drives, chassis solutions, Industry 4.0, digitalization, and renewable energies, the company is a reliable partner for making motion more efficient, intelligent, and sustainable – over the entire life cycle. The technology company manufactures high-precision components and systems for drive train and chassis applications as well as rolling and plain bearing solutions for a large number of industrial applications. The Schaeffler Group generated sales of 15.8 billion euros in 2022. With around 84,000 employees, the Schaeffler Group is one of the world’s largest family companies. With more than 1,250 patent applications in 2022, Schaeffler is Germany’s fourth most innovative company according to the DPMA (German Patent and Trademark Office).

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