EQS-Adhoc: Schaeffler AG: Conclusion of a business combination agreement with Vitesco Technologies Group AG

Publication of inside information in accordance with Article 17 of Regulation (EU) No. 596/2014

Schaeffler AG: Conclusion of a business combination agreement with Vitesco Technologies Group AG; Schaeffler’s decision AG to increase the offer consideration under a purchase offer to shareholders of the Vitesco Technologies Group AG.

Herzogenaurach, November 27, 2023. Schaeffler AG (“Schaeffler“) has a contract with Vitesco Technologies Group AG (“Vitesco”) about the proposed business combination between the parties (“Business combination“) completed (“Business Combination Agreement“). The contract stipulates that Vitesco will provide constructive support for the business combination. The business combination will create a leading motion technology company with four focused divisions and sales of approximately EUR 25 billion.

The first step in achieving the business combination is the public acquisition offer announced by Schaeffler on October 9, 2023 in the form of a cash offer to all shareholders of Vitesco (“Acquisition offer“). The acceptance period for the acquisition offer began on November 15, 2023 and is expected to run until December 15, 2023. With regard to the acquisition offer, Schaeffler has decided to increase the offer price from EUR 91.00 to EUR 94.00. Schaeffler made this decision after carefully examining the existing market situation. The decision to increase the offer price underlines Schaeffler’s confidence in the significant synergies and value creation potential of the business combination with Vitesco. All Vitesco shareholders who have already accepted the acquisition offer or are still accepting it during the acceptance period will receive this increased offer price upon consummation of the acquisition offer. The increase in the Offer Price may be implemented under the financing package arranged by Schaeffler in connection with the Acquisition Offer.

Following the completion of the acquisition offer, the business combination is to be completed by merging Vitesco as the transferring legal entity into Schaeffler as the acquiring legal entity (“merger“). For this purpose and subject to an agreement on the exchange ratio as part of the merger, Schaeffler and Vitesco intend to enter into a merger agreement and prepare all other necessary legal documents and to take all necessary and appropriate steps necessary for the preparation, convening and conduct of general meetings of Schaeffler and are required by Vitesco to complete the merger, if approved by both general meetings, as soon as possible after the completion of the acquisition offer on the basis of Vitesco’s annual financial statements as of December 31, 2023. The exchange ratio of Vitesco shares into Schaeffler shares for the Vitesco shareholders as part of the merger should be mutually agreed between the parties in the merger agreement on the basis of a valuation of Schaeffler and Vitesco prepared by an independent joint valuation expert in accordance with recognized valuation principles. Furthermore, as announced, Schaeffler plans to convert Schaeffler’s non-voting preference shares into ordinary shares with full voting rights.

The combined company from the Schaeffler Group and the Vitesco Group (“Combined company“) will run the company “Schaeffler AG”. The headquarters of the combined company will be in Herzogenaurach. Schaeffler is aware of the importance of Vitesco’s locations for the combined company, particularly the Regensburg location for the e-mobility business.

The combined company will offer a complete range of products, particularly in the area of ​​electrification, and thus exploit the accelerated growth potential of electromobility. In addition, the combined company will further improve profitability in the areas of conventional drive technologies, chassis systems and the automotive aftermarket business. Schaeffler continues to assume that the business combination offers significant synergy potential with an expected EBIT effect of up to EUR 600 million per year, which should be fully realized in 2029. Schaeffler and Vitesco will strive to achieve revenue and cost synergies in the best interests of the combined company.

Schaeffler has also committed to Vitesco in the Business Combination Agreement that it will have sufficient debt financing facilities to refinance Vitesco’s financial liabilities under the existing promissory note loans, an existing European Investment Bank credit line and an existing revolving credit facility, if this is due to or in connection with the consummation of the purchase offer should be necessary.

Recognizing the corporate law responsibility of the Supervisory Board of Schaeffler (i.e. the Combined Company) and the currently valid Executive Board service contracts at Schaeffler, the Management Board of the Combined Company is to be adjusted so that Mr. Thomas Stierle will be responsible for the E-Mobility Division as a Board Member in the future. It is also intended to adjust the composition of Schaeffler’s Supervisory Board taking into account the requirements of the Combined Company.

The parties have also agreed to strive for a constructive dialogue with the employees of both companies and their representatives in order to develop attractive and competitive framework conditions with the aim of maintaining the excellent employee base and corporate culture.

Important Information:

This announcement is for informational purposes only and does not constitute a solicitation to sell or an offer to purchase Vitesco securities. Investors and holders of Vitesco securities are strongly advised to read the offer document and all other announcements relating to the acquisition offer, as they contain important information.

Any forward-looking statements contained in this document are not statements of fact and are identified by the words “will,” “expect,” “believe,” “estimate,” “intend,” “seek,” “anticipate.” “ and similar phrases marked. These statements express the intentions, views or current expectations and assumptions of Schaeffler and the persons acting together with it. The forward-looking statements are based on current plans, estimates and forecasts that Schaeffler and the people acting with it have made to the best of their knowledge, but do not make any statements about their future accuracy. Forward-looking statements are subject to risks and uncertainties that are often difficult to predict and are usually beyond the control of Schaeffler or those acting in concert with it. These expectations and forward-looking statements could prove to be incorrect and actual developments could differ materially from those in the forward-looking statements. Schaeffler and the persons acting together with it assume no obligation to update the forward-looking statements with regard to actual developments or events, general conditions, assumptions or other factors.

Contact:

Schaeffler AGIndustriestraße 1-391074 HerzogenaurachGermanyRegistered in the commercial register of the Fürth district court under HRB 14738Stock exchange: Regulated market (Prime Standard) in FrankfurtISIN: DE000SHA0159 (preference shares)

Contact person: Renata Casaro, Head of Investor Relations
Tel: +49 9132 82-4440
Email: [email protected]

Contact person: Dr. Axel Lüdeke, Head of Group Communications & Public Affairs
Tel: +49 9132 82-5000
Email: [email protected]