공시 • Oct 02
Schaeffler AG (XTRA:SHA) completed the acquisition of additional 11.18649% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC). Schaeffler AG (XTRA:SHA) reached preliminarily agreement to acquire additional 11.18649% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC) for approximately €320 million on February 26, 2024. Vitesco Technologies has preliminarily agreed with Schaeffler on an exchange ratio between Vitesco Technologies shares and Schaeffler shares of 11.4 Schaeffler shares for 1 Vitesco Technologies share in the context of the intended merger with Vitesco Technologies as the transferring entity into Schaeffler as the acquiring entity. IHO, the management holding of the Schaeffler family, continues to hold approximately 49.94% the shares in Vitesco. Together with the IHO Holding, Schaeffler now holds approximately 88.81% of the share capital and voting rights in Vitesco. This agreement is subject to the condition that the joint valuation expert appointed by both parties and the court-appointed merger auditor confirm the exchange ratio as appropriate. In addition, the agreement is also subject to the approval of the supervisory boards of Vitesco Technologies and Schaeffler. The effectiveness of the merger agreement is subject to the approval of the respective Annual General Meetings of both companies, which are scheduled for April 24, 2024 (Vitesco Technologies) and April 25, 2024 (Schaeffler), as well as the subsequent registration in the respective commercial registers. The completion of the transaction continues to be expected in the fourth quarter of 2024. As of March 13, 2024. Schaeffler and Vitesco Technologies entered into a merger agreement, following the approval of their respective Supervisory Boards. Lazard & Co. GmbH acted as financial advisor to Vitesco Technologies. BofA Securities, Inc. acted as financial advisor to Schaeffler AG. As on April 25, 2024, The Annual General Meeting of Schaeffler AG approved the merger of Vitesco Technologies. After Vitesco shareholders at their Annual General Meeting had already voted in favour of the merger agreement the day before, the Annual General Meeting of Schaeffler has also given the green light for the merger. Today’s Annual General Meeting also approved all other resolutions proposed by the management.
Schaeffler AG (XTRA:SHA) completed the acquisition of additional 11.18649% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC) on October 1, 2024. Listing of and trading in the new Schaeffler shares with full voting rights will commence on October 2, 2024. J.P. Morgan Securities plc acted as financial advisor and fairness opinion provider to Vitesco Technologies Group Aktiengesellschaft. 공시 • Oct 11
Schaeffler AG (XTRA:SHA) made a bid to acquire 50.1% stake in Vitesco Technologies Group Aktiengesellschaft (XTRA:VTSC) for €1.8 billion. 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. 공시 • Sep 15
Vitesco Technologies Develops Innovative Power Module Vitesco Technologies is developing a power module which will be manufactured using transfer molding process. During this process the power electronics are sealed under a dielectric material that protects the components extremely well. The result is a very robust, cost effective and reliable electronic. The power module consists of three overmolded half-bridges and forms the core of an inverter system, which controls both the drive energy and the energy recovery (recuperation) in high-voltage electric vehicles. Manufactured at the Nuremberg electronics plant, the power modules will be delivered to a large global car maker from mid-2025 onwards. Vitesco Technologies has been adapting and utilizing transfer molding technology since 2020, first applying it to compact Transmission Control Units designed for full integration inside a gear box. The overmold power modules now combine highly efficient silicon carbide (SiC) chip technology with overmolding to facilitate a particularly robust product with increased power density, lower cost and reduced weight. Vitesco Technologies has extensive expertise in power electronics and is already on the market with its fourth generation. The newly developed overmold power module expands the company's strategic portfolio. Vitesco Technologies will continue to use this strength to bring further electronic sub- modules to the market. The lead plant for these modules is Vitesco Technologies' Nuremberg site. With its existing competencies and experience, the plant offers a high degree of automation as well as the focus on electronics and e-mobility required for the power modules. This is a further step forward into the "Plant of the Future" concept, defined for the Nuremberg plant to maintain its international competitiveness. 
