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WABCO Shareholders Approve $7 Billion Acquisition

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WABCO Holdings (NYSE: WBC) announced that its shareholders have approved the proposed acquisition by ZF Friedrichshafen AG, a privately-held German automobile and commercial vehicle technology supplier.

On June 27, 2019, the producer of transmissions, braking systems and steering equipment said shareholders representing 68.4 percent of its outstanding stock voted in favor of the deal. Seventy-two percent of WABCO's total shares were represented in the vote.

ZF Friedrichshafen will acquired all of WABCO's outstanding shares at a price of $136.50 per share with a total equity value of more than $7 billion.  

WABCO Chairman and CEO Jacques Esculier said, "We are very pleased that WABCO's shareholders have supported our merger plans, recognizing that the ZF transaction offers a compelling strategic fit to advance the requirements of our industry, while also providing certainty of value and liquidity for our shareholders."

The combination of companies will allow ZF to better serve the original equipment manufacturers (OEMs) in the areas of commercial vehicle safety and efficiency by acquiring WABCO's vehicle dynamics control technology and fleet management systems. WABCO will now work alongside ZF's established platform for mobility technology in both automobiles and commercial vehicles. The two will continue to provide passenger and commercial vehicle OEMs with the technology needed to pursue initiatives like autonomous, electric and connected vehicles.

ZF's Chief Executive Officer Wolf-Henning Scheider stated, "It is a confirmation of our strategy that WABCO shareholders have approved this important transaction. Together with WABCO, ZF can form an integrated systems provider for commercial vehicle technology, creating long-term value and security for our customers, employees and shareholders. We will be shaping the future of technologies and services for efficiency, safety, automation and connectivity in the commercial vehicle sector together with the WABCO management."

The deal price represents a 13 percent premium to the closing price on February 26, 2019 (an 18 percent premium to the 30-day volume weighted average price), the last trading session prior to media reports that WABCO had been approached by ZF.

The proposed merger must meet customary closing conditions and regulatory approvals, but is expected to close in early 2020.

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