Annual General Meeting of Schaeffler approves merger of Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG

2024-04-25 | Herzogenaurach

• Approval of the merger by the Annual General Meeting, completion of the merger still expected in the fourth quarter of 2024
• Preparations for the integration of Vitesco proceeding according to plan
• Annual General Meeting approves dividend of 45 eurocents per non-voting common share for the 2023 financial year
• Horst Ott, District Manager of the IG Metall union in Bavaria, appointed as a member of the Supervisory Board
• CEO Klaus Rosenfeld: “Together with Vitesco, we are creating the leading Motion Technology Company.”

The Annual General Meeting of Schaeffler AG (“Schaeffler”) today approved the merger of Vitesco Technologies Group Aktiengesellschaft (“Vitesco”) into Schaeffler. 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.

Up to 626 participants attended the virtual event.

Klaus Rosenfeld, CEO of Schaeffler AG: “With the approval of the Annual General Meetings of Schaeffler and Vitesco we have fulfilled further important requirements to finalise the merger of the two companies. This marks the beginning of a new chapter in the corporate development of the Schaeffler Group. Together with Vitesco, we are creating the leading Motion Technology Company.”

With the successful Annual General Meeting, Schaeffler has now completed the second step of the three-step overall transaction. The merger is still expected to be completed in the fourth quarter of 2024.

Integration preparations on track
The preparations for the integration of Vitesco into Schaeffler are already in full swing and are progressing according to plan. In his speech, CEO Klaus Rosenfeld reported to shareholders that an important milestone had been reached on March 14 of this year, with the establishment of the future organisational structure on the first level below the Board of Managing Directors and the Regional CEOs. The next phase of the integration process will now focus on the second management level, the development of the divisional and functional strategies and structures, as well as a joint business plan. These steps are of crucial importance to optimally prepare Schaeffler for the year 2025, which is expected to be the first fully integrated financial year of the newly shaped group.

Dividend of 45 eurocents per non-voting common share
With regard to the business performance of the previous year, Schaeffler once again succeeded in growing despite a challenging environment, Klaus Rosenfeld reported at the Annual General Meeting. The Automotive Technologies division recorded an order intake of over five billion euros in the field of e-mobility in 2023. Increasing global demand for repairs, driven by a growing and ageing vehicle fleet, has been a key driver for the positive revenue and earnings development of the Automotive Aftermarket division. In addition, despite challenging market and competitive conditions, the industrial division achieved remarkable results in some areas in 2023.

Against this backdrop, the Annual General Meeting approved a dividend of 45 eurocents per non-voting common share proposed by the Board of Managing Directors and the Supervisory Board. This represents a dividend payout ratio of 47.3 percent of net income attributable to shareholders before special items. In consultation with the Supervisory Board, the Board of Managing Directors had decided to raise the corridor for the annual dividend payout from the previous 30 to 50 percent to now 40 to 60 percent, so that shareholders will participate even more in the company’s profits in the future.

For the current financial year 2024, Klaus Rosenfeld referenced to the forecast for 2024 published with the Annual Report, which considers the planned merger in the fourth quarter.

Horst Ott appointed as a member of the Supervisory Board
At the end of the Annual General Meeting, Jürgen Wechsler resigned from the Supervisory Board. He will be replaced by Horst Ott, District Manager of the IG Metall union in Bavaria: “I would like to thank Mr. Wechsler for many years of work on the Supervisory Board and his valuable support as Deputy Chairman. As a member of the Supervisory Board from the very beginning, he has made a significant contribution to the relationship of trust with his objective way of working. We wish him good health and happiness for his well-deserved retirement,” said Georg F. W. Schaeffler, family shareholder and Chairman of the Supervisory Board. “The approval of the merger of Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG at today’s Annual General Meeting marks a milestone in our corporate history. Schaeffler is and will remain also in the future a family-owned company that is shaping the future sustainably, innovatively and with a pioneering spirit in the interests of all stakeholders.”

The voting results of today’s Annual General Meeting and the reports by the Supervisory Board and the CEO will be available shortly at https://www.schaeffler.com/en/investor-relations/general-meeting/

You can find the annual report at: www.schaeffler-annual-report.com.

Disclaimer
Voluntary public tender offer of Schaeffler AG to the shareholders of Vitesco Technologies AG

This publication contains information regarding the voluntary public tender offer (the “Offer”) of Schaeffler AG (“Schaeffler”) for all shares of Vitesco Technologies Group AG (“Vitesco” or the “Company”) and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco. The offer document published by Schaeffler after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“Offer Document”) is the sole binding document with regard to the terms and other provisions relating to the Offer. Investors and holders of securities of Vitesco are strongly advised to read the Offer Document and all other announcements relating to the Offer as soon as they have been made public, as they contain or will contain important information.

The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) in conjunction with the German regulation on the contents of offer documents, considerations related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Offer or of the Offer Document have been or will be applied for or initiated by Schaeffler or the persons acting in conjunction with Schaeffler outside of the Federal Republic of Germany. Schaeffler and the persons acting in conjunction with Schaeffler therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany or applicable securities laws of the United States of America.

The Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States of America.

Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the non-compliance of third parties with any laws.

Schaeffler, to the extent permissible under applicable law or regulation, reserves the right to purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, or enter into derivative transactions with respect to the shares in the Company, outside of the Offer. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Schaeffler and the persons acting in conjunction with Schaeffler, for example with regard to the potential consequences of the Offer for the Company, for those shareholders of the Company who choose not to accept the Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which Schaeffler and the persons acting in conjunction with Schaeffler have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Schaeffler or the persons acting in conjunction with Schaeffler. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Schaeffler and the persons acting in conjunction with Schaeffler assume no obligation to update forward-looking statements with respect to actual developments or events, conditions events, general conditions, assumptions or other factors.

Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue.