The listed company Vitesco Technologies Group AG (“Vitesco”) entered into a business combination agreement (“BCA”) with Schaeffler AG (“Schaeffler”) on 27 November 2023 regarding the intended merger of the two companies. The BCA is based on Schaeffler’s voluntary public tender offer for all outstanding shares of Vitesco originally published on 15 November 2023. Schaeffler published an amended offer on 27 November 2023, increasing the cash consideration from EUR 91.00 to EUR 94.00. This corresponds to a valuation of Vitesco of EUR 3.76 billion. The Executive Board and Supervisory Board of Vitesco issued a reasoned statement on the (amended) offer on the same date.
Following completion of the offer, Schaeffler intends to merge Vitesco as the transferring entity into Schaeffler as the acquiring entity to create a combined company.
Vitesco’s Supervisory Board set up a takeover committee in connection with Schaeffler’s public tender offer. A Gleiss Lutz team advised the committee on Schaeffler’s offer, preparation of the reasoned statement and conclusion of the BCA between Vitesco and Schaeffler.
Vitesco provides modern drive technologies and electrification solutions for sustainable mobility. Its product portfolio includes electric drives, electronic control systems, sensors and actuators as well as solutions for exhaust gas cleaning. In the 2022 financial year, the group generated sales of EUR 9.1 billion and employed 38,043 employees at around 50 locations.
Schaeffler is an automotive and industrial supplier. The Schaeffler Group develops and produces components, systems and services for drive trains and chassis at around 200 locations worldwide and offers repair solutions in original equipment quality for the global automotive aftermarket. As at 30 September 2023, the Schaeffler Group had a total of 83,600 employees worldwide and generated sales of around EUR 15.8 billion in the 2022 financial year.
Gleiss Lutz has extensive expertise in public takeovers and is regularly involved in top-flight transactions (both friendly and hostile) – advising bidders, boards of targets, or investment banks. In the last 12 months, Gleiss Lutz teams have advised, for example, Telefónica on the public acquisition offer to the shareholders of Telefónica Deutschland Holding AG, SYNLAB AG in connection with Cinven’s public acquisition offer, the Supervisory Board of Software AG on Silver Lake’s public takeover offer and the main shareholder of va-Q-tec AG in connection with EQT’s takeover offer.
The following Gleiss Lutz team advised the takeover committee of Vitesco’s Supervisory Board on takeover law issues and other aspects of the transaction: Dr. Christian Cascante (partner, Frankfurt), Steffen Carl (partner, Munich, both lead), Florian Schorn, Dr. Adrian Schulz (both Munich), Dr. Julius-Vincent Ritz (all Corporate/M&A, Stuttgart); Dr. Doris-Maria Schuster (partner, Hamburg), Dr. Julia Herzberg (counsel, Düsseldorf), Dr. Ricarda Zeh (all Employment, Stuttgart), Dr. Ingo Brinker (partner, Competition/Antitrust, Munich).
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