Wabco To Be Acquired By ZF Friedrichshafen In Deal With Equity Value Of Over $7B

WABCO Holdings (WBC) announced that it has entered into a definitive merger agreement with ZF Friedrichshafen, a privately-held company engaged in driveline and chassis technologies.

Under the agreement, ZF will acquire all outstanding shares of WABCO for $136.50 per share in an all-cash transaction for an equity value of over $7B. The acquisition price represents a 13% premium to the closing stock price of $120.75 on February 26, 2019, the date prior to media reports and WABCO's confirmation that ZF had approached the company.

The transaction also represents a premium of approximately 18% and 23%to the undisturbed Volume Weighted Average Price for the 30 and 90 days ended February 26, 2019, respectively. The transaction, which has been unanimously approved by WABCO's Board of Directors, is expected to close in early 2020. It is subject to approval by WABCO's shareholders, customary closing conditions, and regulatory approvals.

Jacques Esculier, Chairman and CEO of WABCO, said: "This is the right combination at the right price at the right time for WABCO. We have a history of successful collaboration with ZF, including prototyping industry-first technologies, and the strategic fit between our two companies is compelling. After a thorough review, we are very pleased to announce a definitive agreement that we believe is in the best interest of WABCO shareholders."