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Approval of merger agreement between Vitesco Technologies Group AG and Schaeffler AG
CEO Andreas Wolf: “Our company achieved further profitable growth, won major orders, and advanced its leading position in the electromobility market”
Mumbai, May 03, 2024: Vitesco Technologies, a leading international provider of modern drive technologies and electrification solutions for sustainable mobility, headquartered in Regensburg, Germany, held its 2024 Annual General Meeting. The Annual General Meeting was hosted virtually this year from Gaszählerwerkstatt in Munich.
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By way of individual votes, the shareholders approved the actions of all members of the Executive Board for their respective terms of appointment during 2023. The actions of all serving members of the Supervisory Board in 2023 were also approved for their respective terms of appointment. Furthermore, the Annual General Meeting approved all other agenda items.
“I would like to say thank you for the confidence you have placed in us in recent years. We can be proud of what we have achieved in 2023 and in previous years,” commented CEO Andreas Wolf.
Around 80 shareholders attended the Annual General Meeting virtually. At the time of the resolutions, around 37,9 million shares were represented, which equates to 95 percent of the approximately 40 million outstanding shares.
Approval of merger agreement
The merger agreement was also approved at the Annual General Meeting. It sets out the conditions of the merger of Vitesco Technologies Group AG into Schaeffler AG.
For the merger to become effective, it now requires the approval of Schaeffler AG’s Annual General Meeting on April 25, 2024, and the subsequent entry of the merger in the commercial registers of both companies. The merger is still expected to be completed in the fourth quarter of 2024.
Shareholder structure
The merger is part of the combination of the Vitesco Technologies Group and the Schaeffler Group, which was planned and initiated by Schaeffler AG. Together, the Schaeffler AG and the associated companies of the Schaeffler family control almost 90 percent of the shares in Vitesco Technologies. The planned merger will result in the creation of a restructured motion technology company with four focused divisions.
Andreas Wolf: “With the resulting larger company, we will be able to use and contribute our expertise even better – and join forces to take big steps towards cleaner mobility.”
The preliminary exchange ratio of 5 to 57 was confirmed for the remaining roughly 10 percent of Vitesco Technologies shares, meaning that Vitesco Technologies shareholders will receive 11.4 Schaeffler shares in exchange for one Vitesco Technologies share. The exchange ratio was confirmed as appropriate by a joint valuation expert appointed by both parties and the court-appointed merger auditor.
Fiscal year 2023: Profitability and cash flow beat expectations
2023 was another successful year at Vitesco Technologies. In fiscal year 2023, total order intake came to more than €12 billion. Roughly €8.3 billion of this was attributable to components for electric vehicles. As of December 31, 2023, Vitesco Technologies had a total order backlog of around €58 billion, of which more than half was related to electrification.
CEO Andreas Wolf: “2023 was a challenging but successful year. Our company achieved further profitable growth, won major orders, and advanced its leading position in the electromobility market.”
Comprehensive documentation relating to the 2024 Annual General Meeting is available in the ‘Annual General Meeting’ section of Vitesco Technologies’ website.