TRW Automotive — Merger or Acquisition (September 2014)
25 slides from TRW Automotive's merger presentation, Sep 16, 2014
Slide 1: Schedule 14A Proxy Statement Information
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Prelimina
Slide 2: Filing consists of press release and press call presentation
(1) Amount Previously Paid: (2) Form Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: This filing consists of: 1. The press release of ZF Friedrichshafen AG, dated September 15, 2014, announcing ZF Friedrichshafen AG has entered into a definitive agreement under which it wil
Slide 3: ZF Friedrichshafen Agrees to Acquire TRW Automotive
PRESSEINFORMATION PRESS INFORMATION Seite 1 /7, September 15, 2014 ZF Friedrichshafen Agrees to Acquire TRW Automotive • Combined Company With Pro Forma Sales of More Than € 30 Billion and 138,000 Employees • Complementary Portfolio of Acknowledged Products and Technologies Benefitting from Megatren
Slide 4: Press Information: R&D and CEO comments
PRESSEINFORMATION PRESS INFORMATION Seite 2 /7, September 15, 2014 Globally, pro-forma combined R&D investments (total company funded engineering expenses incl. R&D, ref. to FY 2013) will amount to approximately € 1.5 billion (about US$ 2.1 billion), making ZF a global leader in R&D. Stefan Sommer,
Slide 5: U.S. and China Sales Volumes to More Than Double
PRESSEINFORMATION PRESS INFORMATION Seite 3 /7, September 15, 2014 U.S. and China Sales Volumes to More Than Double With the acquisition of TRW, ZF would more than double its sales in two of the most significant countries of the world for automotive sales: China and the United States. ZF has done bu
Slide 6: TRW to Become a Separate Business Division of ZF
PRESSEINFORMATION PRESS INFORMATION Seite 4 /7, September 15, 2014 TRW to Become a Separate Business Division of ZF ZF will remain headquartered in Friedrichshafen. TRW will be integrated into ZF as a separate business division. No decisions about management responsibilities for the TRW business hav
Slide 7: Benefits for all Stakeholders
PRESSEINFORMATION PRESS INFORMATION Seite 5 /7, September 15, 2014 of TRW’s outstanding shares. ZF expects the transaction to close in the first half of 2015. Following the closing, TRW will be delisted from the New York Stock Exchange. Benefits for all Stakeholders Stefan Sommer added: “The combina
Slide 8: About ZF and TRW Automotive Holdings
PRESSEINFORMATION PRESS INFORMATION Seite 6 /7, September 15, 2014 achieved a sales figure of € 16.8 billion with approximately 72 600 employees. In order to continue to be successful with innovative products, ZF annually invests about 5% of its sales (2013: € 836 million) in research and developmen
Slide 9: Forward-looking statements and additional information
PRESSEINFORMATION PRESS INFORMATION Seite 7 /7, September 15, 2014 or on the anticipated schedule; the intense competition to which ZF and TRW are subject; the requirements of changing operating environments; the significant amount of debt ZF is incurring in connection with the transaction; and the
Slide 10: Press Call: ZF Friedrichshafen AG Agrees to Acquire TRW Automotive
MOTION Press Dr. Chief ZF Friedrichshafen Stefan Konstantin Call: Executive Financial AND Sommer SeptSauer Officer 15, MOBILITY Officer AG 2014Agrees ZFto Acquire TRW Automotive
Slide 11: Disclaimer
Disclaimer Cautionary forecast acquisition customer transaction; transaction amount http://www.sec.gov. statements Additional This SEC, WITH be from Participants ZF respect officers interest 2© ZF able and communication TRW. including Friedrichshafen THE of to its of inloss obtain the such superviso
Slide 12: Transaction Follows Clear Strategic Rationale
Transaction The of ZF with and 3*… ©Original ZF two brings is has ideally meets TRW Friedrichshafen 138,000 combined pro an Friedrichshafen successful a R&D balanced forma the together addresses Equipment Follows employees increasing leader company revenues automotive regional aAG broad, two athat A
Slide 13: Two Highly Successful Companies at a Glance
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Slide 14: Megatrends in the Automotive Sector
Global Game Fuel Emission Increasing OEMs Increased Autonomous Foundation The 5© ZFdriver-assistance efficiency Friedrichshafen Changing as Megatrends well reduction safety governmental demand for driving as autonomous requirements Potential customers for in is segment AG, driven the lighter regulat
Slide 15: Complementary Product Portfolio and Technologies
Highly Core TRW The will offers 6C ZFZF Friedrichshafen is ZF combined have Competences Friedrichshafen an Automotive is all TRW Complementary aimportant the asignificant strong relevant company... portfolio player of AGsupplier technologies AG, Both Product in2014 Companies mix, driveline of active
Slide 16: Key Regions: Ongoing Shift of Light Vehicle Production
Key Ongoing Light tProduction 40,000 60,000 80,000 100,000 120,000 Scale 84.008 103.961 Other Japan India Eastern 01South 5,000 10,000 15,000 20,000 25,000 30,000 Source: China North Western 7C ZF oday 990 ZFAutomotive 1992 Friedrichshafen Vehicles total regional Asia America Korea isEurope MDI, Eur
Slide 17: Strong Presence in Most Relevant Regions
Strong TRW 59% 19% Pacific; 4% The 36% America; 41% Rest Asia Europe; 5% North 18% 51% 26% would China: US: 8C ZFZF Friedrichshafen ZF combined From of Europe; Pacific; Friedrichshafen Automotive America; generate double TRW From Presence World; € 2.8 €its company... 2.0 about billion in sales billi
Slide 18: Balanced Portfolio of Customers
Balanced Partner TRW Strong The will 9C ZFZF Friedrichshafen has ZF combined have be Friedrichshafen Automotive with TRW in relationships aofkey diversified access the Portfolio Choice a large supplier premium company... tofor portion aof AG customer with broader Important AG, Customers tosegment so
Slide 19: Relevance of R&D in the Automotive Industry
Relevance Customers C 10 ZFZF Friedrichshafen of Call R&D for Innovative in AG, the Automotive 2014Solutions Industry
Slide 20: A Global Automotive R&D Leader
ATotal Substantial 8More TRW ZF R&D Several 13 The *will 11 © major Global ZF test Friedrichshafen combined have continue Automotive than expenses expenses* Friedrichshafen tracks company thousand R&D Leader one 6,000 Investments to and of hubs company… of make the totals employees in funded employe
Slide 21: Delivering Value for Key Stakeholders
Delivering Benefit Shareholders Employees Customers will can TRW ZF © 12 ZF shareholders rely have get benefit enjoy stockholders Friedrichshafen for integrated onaccess enhanced Value Customers, ZF from to(Zeppelin toan to keep systemic will aKey enhanced career broad AG, the Employees receive Stak
Slide 22: Key Facts on the Announced Transaction and Financing
Key Announced Financing Valuation Price Purchase Committed Debt ZF © 13 ZF Friedrichshafen expects Facts financing Friedrichshafen price on to acquisition the reduce ZF’s at onTransaction US$ the long AGits AG, back 12.4 by All-cash financial history ZF 2014 of billion solid provides of Acquisition
Slide 23: Transaction Roadmap and Expected Close
Roadmap Transaction ZF All-cash Regulatory TRW Antitrust US Proxy © 14 ZF foreign stockholder stockholders to Friedrichshafen statement be consideration filings, todelisted investment process Expected Completion filing including approval to from receive AG, to with clearance Close NYSE 2014 US, (>50
Slide 24: Post-Transaction Integration Organisation
Post-Transaction-Integration Integration Organisation ZF TRW The © 15 ZF will companies Automotive will Friedrichshafen remain be process integrated headquartered will toestablish Become AG, into2014 ZF integration Separate inas Friedrichshafen a separate Business teamsbusiness with Division balance
Slide 25: Thank You for Your Attention
Thank im ZF andIn- Friedrichshafen abroad. und YouAusland for YourAG vor. Attention! behält sich reserves allsämtliche rights regarding Rechtethe an shown den gezeigten technical technischen information Informationen including theeinschließlich right to file industrial der Rechte property zur Hinter
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