Schaeffler AG (XTRA:SHA) made a bid to acquire 50.1% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC) from Ninety One UK Limited, Greenlight Capital, Inc. and other for ?1.8 billion on October 9, 2023. Vitesco shareholders are offered a cash consideration in the amount of ?91 per share. As of November 27, 2023, the offer price has been increased to ?94 cash 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. 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. As of November 6, 2023, Greenlight Capital recommends Vitesco reject Schaeffler tender offer and proposed share-for-share merger. As November 15, 2023, Following approval by the German Federal Financial Supervisory Authority, Vitesco shareholders can accept the offer and tender their shares to Schaeffler for a cash consideration in the amount of ?91 per share, which represents an attractive premium of around 20% on the 3-month volume-weighted average share price up to and including October 6, 2023, i.e., the last trading day prior to the announcement of the offer. Alternatively, Vitesco shareholders have the opportunity to benefit from the expected significant synergies and value creation potential by retaining their shares until the proposed merger with Schaeffler, when Vitesco shares will be exchanged for newly issued Schaeffler shares. The acceptance period ends on December 15, 2023. The offer is not subject to a minimum acceptance threshold. There will be no additional acceptance period and a prolongation of the acceptance period is not envisaged. Closing of the tender offer is subject to customary closing conditions and certain regulatory approvals that are set out in the offer document. Subject to the fulfilment of these conditions, Schaeffler expects the tender offer to be closed in early January, 2024. The business combination offers significant synergy potential with an expected EBIT effect of up to ?600 million per year, which is expected to be fully realized in 2029.

Carsten Berrar, Konstantin Technau, Stephan Rauch, Michael Haase, Frederick Eggert, Ozan Yildirim and Lea Detambel of Sullivan & Cromwell LLP and Heike Weber, Marc Plepelits, Thomas Neubaum, Ilja Baudisch and Walter Uebelhoer of Allen & Overy acted as legal advisors 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.


Schaeffler AG (XTRA:SHA) completed the acquisition of 29.88% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC) from Ninety One UK Limited, Greenlight Capital, Inc. and others on December 15, 2023. Total of 11,957,629 shares were tendered.