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Schaeffler’s Takeover of Continental Gets EU Approval

The EU Commission has granted approval of the takeover of Continental AG by the Schaeffler Group.

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According to an official statement released by the company shortly after the approval was granted on Dec. 19, “the Schaeffler Group will now conclude the takeover without delay.” Schaeffler will pay 75 euros per share to the depositary banks of those shareholders who have tendered their shares to Schaeffler, on or around Jan. 8, 2009. The depositary banks will then credit these payments to the shareholders’ accounts. According to the company, shares tendered for sale can be traded up until Jan. 2.

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Continental AG reported that the European Commission gave unconditional clearance for Schaeffler to go ahead with plans to buy into Continental AG. Schaeffler now has eight bank working days to implement its take-over offer to Continental shareholders, paying out 75 euros per share, as provided for in the investment agreement concluded between Continental and Schaeffler. Upon implementation, all sections of this investment agreement of Aug. 20 take force.

One of the conditions of the agreement means Schaeffler should restrict its holding in Continental AG to a minority stake (a maximum of 49.99%) by August 2012. Recent news reports quote senior Schaeffler officials as saying the company now views clauses such as these as outdated, however Continental’s statement points out that these regulations cannot be terminated by the parties prior to the spring of 2014.

“Schaeffler shall undertake to support the ongoing strategy and business policies of the Continental AG Executive Board, under maintenance of Continental’s current market and brand identity. It shall refrain from demanding a sale of operations or other significant restructuring measures,” Continental’s statement explained, highlighting the fact that former German Chancellor Dr. Gerhard SchrÖder was installed as guarantor responsible for protecting the interests of Continental and its stakeholders. He is authorized to “judicially and extrajudicially assert fulfillment by Schaeffler of all obligations under the agreement.”

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“The takeover of Continental AG is a decision of far-reaching strategic importance for the Schaeffler Group. With Schaeffler and Continental, we’re bringing together two excellently-positioned German technology leaders. This merger will create one of the most successful global automotive suppliers with outstanding expertise in the high-growth fields of energy efficiency and alternative powertrain systems. It is our target to spearhead the global market,” emphasized Dr. JÜrgen M. Geissinger, Schaeffler Group president & CEO.

According to the statement, joint teams are to be established as soon as the takeover has been concluded: “Power struggles don’t make any sense now. We want to get down to work. In these difficult times, in the interest of both companies and their employees it is vital to fully concentrate on business matters. The staff at Schaeffler is looking forward to the collaboration,” said Geissinger.

“We are absolutely convinced that the automotive industry has a positive future and we want to take an active part in shaping this future. Individual mobility will offer huge potential for growth worldwide for many decades to come. In view of ever decreasing resources, the global automotive industry is facing two decisive challenges: It must offer maximum energy efficiency for combustion engines and it needs new resource-saving powertrain technologies that are suitable for large-scale production,” he pointed out.

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According to Schaeffler, the two companies will work together to develop systems for reduced fuel consumption. Currently Schaeffer is, for instance, developing electric motors and mechanical systems for wheel hub engines of the future. While this particular project provides obvious scope for Conti’s tyre operation, Schaeffler’s EU approval statement once again neglected to directly comment on the future of Continental’s so-called rubber unit. (Tyres & Accessories/Staffordshire, U.K.)

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