TRW To Be Acquired By ZF For $13.5 Billion

LIVONIA — Livonia-based TRW Automotive Holdings Corp. (NYSE: TRW) says it will be bought out by the German auto supplier ZF Friedrichshafen AG for $105.60 a share in cash.

The deal values TRW at $13.5 billion.

TRW said the acquisition price represents a premium of about 15
percent to its all-time “undisturbed” high stock price of $91.62 a share on July 7.

TRW said its board had unanimously endorsed the deal and that the company will be operated as a separate business division within ZF.

TRW said the transaction will be financed through a combination of
ZF cash on hand, as well as debt financing that has been committed
by Citi and Deutsche Bank pursuant to a fully executed credit
agreement. There is no financing condition to this transaction. The
closing of the transaction is subject to certain conditions, including
approval of the TRW stockholders, receipt of regulatory approvals
and other customary closing conditions. The transaction is expected
to close in the first half of 2015.

Goldman Sachs & Co. acted as financial advisor to TRW and
Simpson Thacher & Bartlett LLP and Gleiss Lutz acted as TRW’s
legal advisors.

To listen to a replay of a conference call discussing the transaction,
dial (855) 859-2056 in the United States and (404) 537-3406
elsewhere starting Tuesday, Sept. 16. The replay code is 5515876.

TRW had 2013 sales of $17.4 billion and has 65,000 employees in
locations in 24 countries around the world. TRW products include
integrated vehicle control and driver assist systems, braking ystems,
steering systems, suspension systems, occupant safety systems
(seat belts and airbags), electronics, engine components, fastening
systems and aftermarket replacement parts and services. More at

ZF had 2013 sales of €16.8 billion and 72,600 employees. More at

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