German automotive supplier Schaeffler and Vitesco Technologies have signed a Business Combination Agreement, to jointly create a leading Motion Technology Company. 

Under the Business Combination Agreement, Vitesco will constructively support the overall transaction including the ongoing public tender offer by Schaeffler and the subsequent merger of Vitesco with Schaeffler.

It was further agreed that the combined company will be named Schaeffler AG.

The company’s headquarters will be in Herzogenaurach. The allocation of the divisional headquarters will be further discussed between the parties. 

The combined company will offer a complete range of products, particularly in the area of electrification, to leverage the accelerated growth potential of e-mobility, and will have annual Pro-forma sales of around 25 billion euros and employ more than 120,000 people. 

Klaus Rosenfeld, CEO of Schaeffler AG, said: “At Schaeffler, we are fully convinced that both companies ideally complement each other and will thus be stronger together. We are pleased that, after intense and, in part, for both sides challenging discussions, we came to a business combination agreement, which now lays the ground for a swift and effective integration.”

Schaeffler and Vitesco agreed on a nine-member Management Board, which will be led by Schaeffler CEO Klaus Rosenfeld. The Management Board will also include the four functional leaders CFO, CHRO, CTO and COO as well as the four divisional CEOs of the newly formed divisions.

It is agreed that the strategically particularly important E-Mobility division will be headed by Thomas Stierle, who currently leads Vitesco’s Electrification division.

In the BCA, Schaeffler and Vitesco also agreed to establish an integration committee to ensure a smooth integration process within the combined company.

The committee will have equal representation and consist of six members, involving the respective CEOs, CFOs and CHROs of both companies. Led by the integration committee, both parties will prepare a joint business plan for the combined company by mid-2024 at the latest. 

In the best interests of customers, the integration will be carried out in such a way that ongoing business is not affected. This applies in particular to critical production ramp-ups. 

Subject to an agreement on the exchange ratio and the merger agreement, the Boards will submit the merger to the general meeting of Vitesco Technologies for resolution and, if approved with the required majority, complete it. 

Vitesco Technologies will manage its business independently both until the completion of the tender offer and thereafter until a possible merger.