EQS-WpÜG: Tender Offer / Target company: Vitesco Technologies Group AG; Bidder: Schaeffler AG

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE CONTRARY TO THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRY.

Announcement of the decision to launch a voluntary public tender offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)

Bidder:

Schaeffler AG
Industriestraße 1-3
91074 Herzogenaurach
Germany
Registered with the local court (Amtsgericht) of Fürth under the registration number HRB 14738

Target:

Vitesco Technologies Group AG
Siemensstraße 12
93055 Regensburg
Germany
Registered with the local court (Amtsgericht) of Regensburg under HRB 18842
ISIN: DE000VTSC017 (WKN: VTSC01)

Schaeffler AG, with its registered seat in Herzogenaurach, Germany (the “Bidder” or “Schaeffler”) has today, on October 9, 2023, resolved to offer to the shareholders of Vitesco Technologies Group AG, with its registered seat in Regensburg, Germany (“Vitesco”) by way of a voluntary public tender offer in the form of a cash offer (“Offer”) to acquire all no-par value registered shares of Vitesco with a nominal value of EUR 2.50 each (“Vitesco Shares”). The Bidder 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 Share of the past three months.

The Offer is intended to constitute the first of three steps towards a business combination of Schaeffler and Vitesco (“Business Combination”). Schaeffler intends to implement the Business Combination after the successful completion of the Offer by way of a merger of Vitesco as transferring entity into Schaeffler as acquiring entity. To this end, Schaeffler also intends to provide the non-voting common shareholders of Schaeffler with the opportunity to convert their non-voting common shares into common shares with full voting rights, at a ratio of 1:1, and to have a vote thereon (“Change of Class of Shares”).

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 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 them.

The Offer will be made on the terms and conditions set out in the offer document and will be subject to customary closing conditions, including the receipt of potentially required approvals in connection with foreign direct investments. The Offer will not be subject to a minimum acceptance rate.

The offer document for the Offer (in German and a non-binding English convenience translation) will be available on the Internet at https://www.strongertogether24.com after publication has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The acceptance period of the Offer and further information on the Offer will be available on the same website.

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. The Bidder 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.

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) and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be made in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Offer have been or will be filed, caused or granted outside the Federal Republic of Germany. Investors and holders of securities of Vitesco cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no tender offer will be made, directly or indirectly, in any jurisdiction in which such offer would constitute a violation of the relevant national law.

To the extent permissible under applicable law, the Bidder reserves the right, to purchase additional Vitesco Shares (including instruments), directly or indirectly, outside of the Offer, on or off the stock exchange. If such acquisitions take place, information on such acquisitions, including the number of  Vitesco Shares acquired or to be acquired and the consideration paid or agreed upon, will be published without undue delay if and to the extent required under the laws of the Federal Republic of 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 the Bidder and the persons acting in conjunction with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder 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 the Bidder or the persons acting in conjunction with the Bidder. 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. The Bidder and the persons acting in conjunction with the Bidder assume no obligation to update forward-looking statements with respect to actual developments or events, conditions events, general conditions, assumptions or other factors.

Herzogenaurach, October 9, 2023

Schaeffler AG