WABCO, a global supplier of technologies and services that improve the safety, efficiency and connectivity of commercial vehicles, announced it has entered into a definitive merger agreement with ZF Friedrichshafen AG (“ZF”), a privately held global leader in driveline and chassis technologies. ZF will acquire all outstanding shares of WABCO for $136.50 per share in an all-cash transaction for an equity value of over $7 billion. The acquisition price represents a 13 percent premium to the closing stock price of $120.75 on February 26, 2019, the date prior to media reports and WABCO’s confirmation that ZF had approached the company.
The transaction combines WABCO’s capabilities in commercial vehicle safety and efficiency, including technologies involved in vehicle dynamics control, active air suspension systems, and fleet management systems with ZF’s leading position in driveline and chassis technologies for cars and commercial vehicles.
Jacques Esculier, Chairman and CEO of WABCO, said: “It has become increasingly apparent that our industry will face a new level of strategic complexity and will attract new competition, including new entrants from outside the sector, able to bring unprecedented resources to the table. This demands WABCO make critical choices in the role it will play in the future industry value chain. Furthermore, it is anticipated that significant in house investment and new alliances will be necessary to address the full scope of required technologies for these new domains. Considering these factors, we strongly believe this is the appropriate moment to be joining forces with ZF.”
The transaction is expected to close in early 2020. It is subject to approval by WABCO’s shareholders, customary closing conditions, and regulatory approvals. Goldman Sachs International is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom is acting as legal advisor to WABCO.
WABCO (NYSE: WBC) is a leading global supplier of braking control systems and other advanced technologies that improve the safety, efficiency and connectivity of commercial vehicles. Leading truck, bus and trailer brands worldwide rely on WABCO’s differentiating technologies. In 2018, WABCO reported sales of over $3.8 billion and more than 16,000 employees in 40 countries. For more information, visit www.wabco-auto.com.