TRW Automotive To Be Acquired By ZF Friedrichshafen For $105.60/shr In Cash

(RTTNews) - TRW Automotive Holdings Corp. (TRW) said it has entered into a definitive agreement with ZF Friedrichshafen AG or ZF under which ZF will acquire all outstanding shares of TRW for US$105.60 per share in an all-cash transaction valued at about US$13.5 billion on an enterprise value basis.

The company said the acquisition price represents a premium of approximately 16 percent and 15 percent over TRW's undisturbed closing stock price of on July 9, 2014 and all-time undisturbed high price of  on July 7, 2014, respectively, and a 7.6x multiple of TRW's adjusted EBITDA for the 12 months ended June 27, 2014.

It is understood that the agreement has been unanimously approved by TRW's Board of Directors and ZF's Supervisory Board and Management Board.

The transaction will create a global leader in the automotive supplier business with pro forma combined sales of about Euro 30 billion or US$41 billion and 138,000 employees.

The combined company will be well positioned to capitalize on favorable megatrends in the automotive industry by bringing together complementary product offerings and leading technology positions that serve high-growth areas such as fuel efficiency, increased safety requirements, and autonomous driving.

ZF has stated that TRW will be operated as a separate business division within ZF.

The company 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. The transaction is expected to close in the first half of 2015.