ZF Friedrichshafen AG and TRW Automotive Holdings Corp. have completed the transaction under which ZF has successfully acquired TRW. TRW will be incorporated into ZF as a new division called Active & Passive Safety Technology. The combined company operates under the corporate name ZF Friedrichshafen AG.
“Today marks the day we combine the strengths of ZF and TRW into a worldwide leading systems supplier in the automotive sector,” said Stefan Sommer, CEO of ZF. “We are all very excited about our plans for the future, with the combination allowing us to capitalize on strategic opportunities and create near- and long-term sustainable value for our customers and employees.”
“The combined company is a powerhouse of automotive technologies, ranging from driver assistance and occupant safety systems, to drivelines and transmissions, and braking and steering systems,” said John Plant, president and CEO of TRW. “This unique combination of advanced technologies comprehensively addresses the growing, industry-wide trends of safety, fuel efficiency and autonomous driving.
ZF and TRW first signed a merger agreement on Sept. 15, 2014. This agreement was subject to a number of closing conditions, all of which have now been met, including the approval by TRW stockholders and antitrust clearances in various countries and regions such as the U.S., China, and the EU.
The integration of TRW into ZF is projected to last three to five years. The process will start in those areas where customers will benefit from combined activities first; this includes the development of new products, materials management, sales and the aftermarket. “Our aim is to combine the best of both worlds,” said Sommer.
Top Three Global Automotive Supplier
“With pro forma sales exceeding €30 billion [approximately $34 billion USD] and more than 130,000 employees, the combined company is a top three global automotive supplier,” continued Sommer. “Together with TRW, ZF will be even better positioned to benefit from major trends in the industry by building on the strengths of both companies, remaining focused on current and future business needs and managing the transition with an emphasis on creating value.”
Plant added, “This transaction provides significant benefits for our shareholders, employees, customers and communities, all of which will reap the benefits of being part of a larger, more diversified global organization focused on developing the next generation of motion, mobility and safety solutions.”
TRW Shares to be Delisted
Pursuant to the terms of the merger agreement, upon completion of the acquisition, TRW became a wholly owned subsidiary of ZF, and each outstanding share of TRW common stock was converted into the right to receive $105.60 in cash. As a result of the completion of the acquisition, TRW shares ceased trading on the NYSE prior to market open today, and have been delisted.
