Faurecia’s
takeover
offer
 
Übernahmeangebot von Faurecia

Übernahmeangebot von Faurecia

Faurecia S.E. has reached an agreement with the pool shareholders of HELLA GmbH & Co. KGaA and HELLA GmbH & Co. KgaA, in which it commits to:

  • making a voluntary public takeover offer of € 60.00 per Hella share, which, together with the dividend distributed by HELLA GmbH & Co. KGaA on October 05, 2021 for the fiscal year ending May 31, 2021 in the amount of € 0.96 per share, corresponds to a premium of
    - 33% on top of the unaffected share price of € 45.80 of April 26, 2021, and o
    - 24% on top of the last unaffected 3-month VWAP (volume-weighted average price) of € 49.10 of April 26, 2021
  • buying the owner family's 60% stake at a price of €60.00 per share, paid for by €3.4 billion in cash and by issuing up to 13,571,428 new Faurecia shares
  • thereby creating the #7 global automotive supplier with a state-of-the-art technology portfolio covering all megatrends in the industry.
10/08/2021

Offer document

On 27 September 2021, Faurecia Participations GmbH (formerly Blitz F21-441 GmbH), after having received approval from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), has published the offer document within the meaning of Section 11 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding its voluntary public takeover

The link below ("Link to the Takeover Offer") will take you to the website designated by Faurecia Participations GmbH for the publication of the offer document and other materials and information in connection with the Takeover Offer.

Exclusion of liability / Disclaimer

HELLA GmbH & Co. KGaA takes no responsibility for this third-party website and any of its contents. In particular, HELLA GmbH & Co. KGaA accepts no liability or warranty for the content of the offer document published by Faurecia Participations GmbH, the completeness and correctness of the information provided therein and the compliance of the offer document with statutory law. The exclusive purpose of providing the Link to the Takeover Offer is to make it easier for the shareholders of HELLA GmbH & Co. KGaA to find the offer document and other materials and information published by Faurecia Participations GmbH in connection with the Takeover Offer. No liability or warranty is taken that the Link to the Takeover Offer actually leads to the offer document and such other materials and information.

Link to the Takeover Offer: www.faurecia-offer.com

09/28/2021
 
 

Press releases

The press releases related to the takeover of HELLA by Faurecia can be found here.

09/28/2021
 
 

Presentations and calls

A recording of the investor call of 16 August 2021 can be found here.

The corresponding presentation can be downloaded here.

09/28/2021
 
 

Investor FAQ

  1. When does the acceptance period expire?

    The offer document was published on 27 September 2021, after being reviewed by BaFin.

    The acceptance period begun with the publication of the offer document on 27 September 2021. It ends after four weeks on 25 October 2021 at 24:00 (CET).

    An additional acceptance period is expected to begin on 29 October 2021 and end on 11 November 2021 at 24:00 CET.
     
  2. Why will there be a second acceptance period after the expiration of the first acceptance period?

    The offer provides that, in accordance with the Securities Acquisition and Takeover Act (“Wertpapiererwerbs- und Übernahmegesetz”), shareholders who did not accept the offer during the first acceptance period will have the chance to accept the offer within two weeks after the bidder has published the result of the first offer period.

    The provisions and technical details for processing the takeover offer as well as other provisions linked to the takeover offer are summarized in the offer document published on 27 September 2021 on www.faurecia-offer.com
     
  3. Where can I find Faurecia’s offer?

    The offer document and all other communications related to the offer will be made available online on www.faurecia-offer.com .
     
  4. What is the offer price?

    The offer price amounts to 60.00 euros in cash per HELLA share.

    This corresponds to the acquisition price agreed with the pool shareholders and to a premium of approximately 33 percent on the closing price of HELLA GmbH & Co. KGaA on 26 April 2021 and of approximately 24 percent on the weighted average price of HELLA shares in the last three months before 27 April 2021.

    The offer prices the shares of HELLA GmbH & Co. KGaA at a total value of approximately 6.8 bn Euro.

    The offer price is based on the dividend of 0.96 Euro per HELLA share that the general shareholder meeting of HELLA has determined on 30 September 2021.
     
  5. Will the HELLA management and the HELLA supervisory board recommend the offer?

    The management board and the supervisory board of HELLA consider the offer to be in the best interests of the company and have therefore recommended its acceptance in the reasoned opinion, which was published on www.hella.com on 08 October 2021.
     
  6. How can shareholders accept the offer?

    HELLA shareholders, who intend to accept the offer, should contact their respective depositary banks or other securities service providers, who have custody of their HELLA shares, for possible questions on the acceptance of the offer and its technical processing.

    Such institutions will be informed separately about the handling and processing of acceptances and will inform all shareholders with HELLA shares in their portfolio about the offer and about the required steps for accepting the offer.

    The provisions and technical details for processing the takeover offer as well as other provisions linked to the takeover offer are summarized in the offer document published on 27 September 2021 on www.faurecia-offer.com
     
  7. For how long can I tender my shares?

    The acceptance period started on 27 September 2021 after the publication of the offer document. It ends after four weeks on 25 October 2021 at 24:00 (CET). An additional acceptance period is expected to begin on 29 October 2021 and end on 11 November 2021 at 24:00 CET. Shares can be tendered during these periods.

    The provisions and technical details for processing the takeover offer as well as other provisions linked to the takeover offer are summarized in the offer document published on 27 September 2021 on www.faurecia-offer.com.
     
  8. When will the acquisition price be disbursed?

    The offer consideration for the tendered shares will be disbursed within ten bank working days after the publication of the results of the offer, which follows the expiry of the acceptance period, provided that all conditions for completion are met at the end of the acceptance period or that the bidder has effectively waived such conditions in advance. The publication of the result will occur immediately after the expiry of the last acceptance date.

    The provisions and technical details for processing the takeover offer as well as other provisions linked to the takeover offer are summarized in the offer document published on 27 September 2021 on www.faurecia-offer.com.
     
  9. What happens if I do not accept the offer?

    HELLA shareholders who do not accept the offer will remain shareholders of HELLA GmbH & Co. KGaA. The company points out that, if the offer is successfully completed, the proportion of free float shares in HELLA GmbH & Co. KGaA is expected to decrease compared to today. This could lead to lower trading liquidity and possibly to greater fluctuations in the HELLA share price. More detailed information for HELLA shareholders who do not accept the iffer can be found in the offer document, which was published on September 27, 2021.

    Details on the implications of an acceptance or non-acceptance of the offer can also be found in the reasoned opinion provided by the responsible bodies of HELLA GmbH & Co. KGaA, which will be published within two weeks after the publication of the offer document.

    Details on the implications of an acceptance or non-acceptance of the offer can also be found in the reasoned opinion provided by the responsible bodies of HELLA GmbH & Co. KGaA, which was published on October 08, 2021 on www.hella.com.

    The offer document was published on www.faurecia-offer.com. The reasoned opinion of the personally liable shareholder and the supervisory board of HELLA GmbH & Co. KGaA was published on www.hella.com.
     
  10. What happens with regard to the dividend?

    The dividend of 0.96 EUR per HELLA share determined by the general meeting of HELLA on 30 September 2021 is payable on the third business day following the vote by the general meeting.
     
  11. Will a dividend also be paid out to shareholders, who do not accept the offer?

    All shareholders on the dividend reference date will receive the 2020/2021 dividend by HELLA GmbH & Co. KGaA.
     
  12. Will there be a control and profit transfer agreement?

    According to the offer document, Faurecia does not intend to enter into a domination and/or profit and loss transfer agreement with HELLA as the controlled company, as such agreement is not required for the realization of Faurecia's economic and strategic objectives related to the offer. In the offer document, Faurecia further declares that it does not intend to enter into a domination and/or profit and loss transfer agreement within the next three years. According to the offer document, Faurecia does not intend to initiate a delisting of HELLA.

    More information can be found in Faurecia’s offer document on www.faurecia-offer.com
     
  13. Will HELLA remain quoted on the stock exchange?

    According to the offer document, Faurecia does not intend to initiate a delisting of HELLA. However, Faurecia has further stated there that in due course it will review together with HELLA whether steps should be initiated to delist HELLA shares.

    More information can be found in Faurecia’s offer document on www.faurecia-offer.com
     
  14. Will there be a squeeze-out?

    According to the offer document, Faurecia intends to carry out a squeeze-out if, following successful completion of the offer, the threshold required for this (95% or - after implementation of further measures - 90%) is reached and a squeeze-out is economically and operationally expedient at the relevant time.

    More information can be found in Faurecia’s offer document on www.faurecia-offer.com
     
  15. When do you expect the transaction to close?

    The transaction is conditional on approvals by several supranational and/or national antitrust authorities and investment control authorities based on merger control law and foreign trade law. It is to be expected that antitrust and investment control approvals proceed as planned and that the transaction will close in early 2022 (closing).
10/13/2021
 
 
 
 
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Contact

Dr. Kerstin Dodel
Investor Relations
Phone: +49 2941 38 1349
Fax: +49 2941 38 7133
Email: investor.shoy@tfqzrelations@hella.com

 
10/07/2021