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November 20, 2014 ZF Group (ZF) and US TRW Automotive (TRW) today announced that at a special meeting of shareholders held on TRW November 19, the participants adopted the ZF for Trina Merger proposal. 81% of Tianhe shareholders participated in the vote, and the affirmative vote reached 79%.
“The overwhelming adoption of the Tianhe Group Shareholders' Meeting is an important milestone in the entire acquisition process,†said Dr. Stefan Sommer, CEO of ZF. “We are very pleased that the shareholders of TRW Group are extremely large. The majority of votes support our M&A plan, and the M&A plan has received positive feedback from both customers and employees.â€
Mr. John C. Plant, Chairman and Chief Executive Officer of TRW Automotive Group, said: “We are pleased that the Tianhe General Meeting of Shareholders has approved this merger and acquisition proposal. Not only our shareholders can obtain a fair return on investment, our employees, customers and The relevant interest groups will also benefit from this acquisition and become part of a larger and more diversified global industry giant, so that they can participate in the development of the future automobile industry in a more favorable position."
According to the terms of the agreement, ZF will acquire Tianhe in cash based on the current equity value, with a turnover of approximately US$12.4 billion. At the same time, TRW shareholders will sell their shares to obtain cash earnings of $105.60 per share.
On November 14, 2014, ZF and Tianhe received a notice from the Foreign Investment Commission of the United States (CFIUS) that the Foreign Investment Committee had completed the review of the transaction and confirmed that there was no unresolved national security issue for the transaction. . Afterwards, the transaction must still satisfy the customary delivery conditions, including antitrust review. The M&A transaction between ZF Group and Tianhe Group is expected to be completed in the first half of 2015.
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