EQS-Adhoc: Voluntary public tender offer in the form of a cash offer to all shareholders of Vitesco Technologies Group AG; first step towards business combination with Vitesco Technologies Group AG

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Schaeffler AG: Voluntary public tender offer in the form of a cash offer to all shareholders of Vitesco Technologies Group AG; first step towards business combination with Vitesco Technologies Group AG.

Herzogenaurach, October 9, 2023. Schaeffler AG, with its registered seat in Herzogenaurach, Germany (“Schaeffler”) today decided to launch a voluntary public tender offer in the form of a cash offer to all the shareholders of Vitesco Technologies Group AG, with its registered seat in Regensburg, Germany (“Vitesco”) for all no-par value registered shares of Vitesco (“Vitesco Shares”) in accordance with the provisions of the German Securities Acquisition and Takeover Act (“Offer”). Schaeffler intends to offer a cash consideration in the amount of EUR 91.00 per Vitesco Share. This corresponds to a premium of approximately 20% on the volume-weighted average Xetra price of the Vitesco Shares in the past three months. The Offer will be subject to customary closing conditions, including the receipt of potentially required approvals in connection with foreign direct investment. The Offer will not be subject to a minimum acceptance rate.

The Offer is intended to constitute the first of three steps towards a business combination of Schaeffler and Vitesco (“Business Combination”). For this purpose, Schaeffler intends to merge Vitesco as transferring entity into Schaeffler as acquiring entity after the successful completion of the Offer. Schaeffler does not intend to enter into a domination and/or profit and loss transfer agreement with Vitesco.

With the Business Combination, a leading “Motion Technology Company” with four focused divisions and revenues of approximately EUR 25 billion will be created. Especially in the fields of e-mobility, Schaeffler and Vitesco have complementary technology portfolios that will enable the combined company to profit from the accelerated growth potential of e-mobility. Following the strategic logic, the Transaction offers significant synergy potential with an expected EBIT effect of up to EUR 600 million per year to be fully realized in 2029. Schaeffler is therefore convinced that the Business Combination is in the best interest of both companies. With this in mind, Schaeffler is seeking a friendly process to implement the Transaction with Vitesco that takes into account the interests of all stakeholders directly or indirectly involved in the Transaction.

In context of the Business Combination, Schaeffler will also provide the non-voting common shareholders of Schaeffler with the opportunity to convert their non-voting common shares into voting common shares at a ratio of 1:1. For this purpose, Schaeffler intends to have the voting and non-voting common shareholders of Schaeffler vote on the approval of the cancellation of the preferential right to profits of the non-voting common shares and the related conversion of the non-voting shares into common shares with full voting rights (“Change of Class of Shares” together with the Offer and the Business Combination, “Transaction”). The conversion of all non-voting common shares into common voting shares and the issuance of additional common shares to the shareholders of Vitesco in connection with the merger is intended to enhance the attractiveness of the Schaeffler share. The effectiveness of the Change of Class of Shares will be conditioned on the consummation of the merger as part of the Business Combination and will be sequenced in a way that, at the time the merger becomes effective, the stock of Schaeffler will consist solely of common voting shares. As a result, the Transaction should lead to a simplified shareholder structure with only one class of shares and full voting rights for all shares, improved liquidity in the stock and increased free float.

The Executive Board and the Supervisory Board of Schaeffler today resolved the launch of the Offer and approved further steps of the Transaction in the form of fundamental resolutions.

Furthermore, Schaeffler today entered into binding agreements with IHO Verwaltungs GmbH and IHO Beteiligungs GmbH, in which they irrevocably undertake not to accept the Offer for the Vitesco Shares held by them and not to sell or otherwise dispose of them to third parties until a certain date (“Non-Tender Agreements”). The Non-Tender Agreements cover approximately 49.94% of the Vitesco Shares. In addition, Schaeffler, IHO Verwaltungs GmbH and IHO Beteiligungs GmbH have agreed to coordinate closely with regard to material decisions concerning Vitesco, in particular with regard to the exercise of voting rights from the Vitesco Shares held by each of them.

Schaeffler has arranged a comprehensive financing package, including an acquisition bridge facility to finance the Offer.

Important information:

This announcement is for information purposes only and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco. The final terms and conditions and other provisions relating to the Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted publication. Schaeffler reserves the right to deviate from the key data presented here in the final terms and conditions of the Offer to the extent legally permissible. 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.

Insofar as this document contains forward-looking statements, these do not represent facts and are identified by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Schaeffler and the persons acting in concert with it. The forward-looking statements are based on current plans, estimates and projections made by Schaeffler and the persons acting in concert with Schaeffler to the best of their knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of Schaeffler or the persons acting in concert with Schaeffler. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Schaeffler and the persons acting in concert with Schaeffler do not assume any obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.

Contact:

Schaeffler AG
Industriestraße 1-3
91074 Herzogenaurach
Germany
Registered with the Commercial Register of the local court (Amtsgericht) of Fürth under HRB 14738
Listed: Regulated Market (Prime Standard) in Frankfurt
ISIN: DE000SHA0159 (Preference Shares)

Contact person: Renata Casaro, Head of Investor Relations
Phone: +49 9132 82-4440
E-mail: ir@schaeffler.com

Contact person: Dr. Axel Lüdeke, Head of Group Communications & Public Affairs
Phone: +49 9132 82-5000
E-mail: presse@schaeffler.com

1743785  09-Oct-2023 CET/CEST