Schaeffler AG (XTRA:SHA) made a bid to acquire 50.1% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC) for ?1.8 billion on October 9, 2023. Vitesco shareholders are offered a cash consideration in the amount of ?91 per share. The tender offer will not be subject to a minimum acceptance threshold but to other customary conditions, including the receipt of potentially applicable foreign direct investment approval. The transaction should be wrapped up in the fourth quarter of 2024, subject to shareholder approval. IHO Holding does not tender because they have entered into a non-tender agreement. So the offer is for the remaining outstanding shares approximately 20 million shares. Schaeffler has arranged a comprehensive financing package including an acquisition bridge facility to finance the tender offer. The financing package is fully underwritten by Bank of America, BNP Paribas and Citigroup, which act as financial advisors to Schaeffler. The acceptance period is expected to last until mid-December 2023. Schaeffler expects the tender offer to be closed in January 2024. The completion of the overall transaction is expected to take place in the fourth quarter of 2024. As of October 17, 2023, the Executive Board and Supervisory Board of Vitesco Technologies Group AG forms independent Special Committee on public purchase offer by Schaeffler AG. The Executive Board and Special Committee will evaluate the voluntary unsolicited purchase offer and its benefits for the stakeholders of Vitesco Technologies Interests of shareholders, employees and other stakeholders in focus.

Carsten Berrar, Konstantin Technau, Stephan Rauch, Michael Haase, Frederick Eggert, Ozan Yildirim and Lea Detambel of Sullivan & Cromwell LLP acted as legal advisor to Schaeffler AG. Michael Rosenthal and Kolja Ortmann are advising on competition matters. Lazard & Co. GmbH acted as financial advisor to Vitesco Technologies Group Aktiengesellschaft. J.P. Morgan acted as financial advisor to Vitesco.