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.

On October 28, 2021, Faurecia announced that the takeover offer was accepted within the acceptance period for 14,929,369 HELLA shares. By the end of the additional acceptance period on 11 November 2021, 24:00 hours (CET), the Takeover Offer has been accepted for a total of 21,662,359 HELLA Shares. This corresponds to a share of approx. 19.5 percent of HELLA's share capital and voting rights existing as of this date.
Together with the share of approx. 60.00 percent that Faurecia has acquired from the pool shareholders of HELLA, Faurecia thus holds approx. 79.5 percent of the share capital and the voting rights of HELLA as of the reporting date 11 November 2021.

11/16/2021

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
 
 

Presentations and calls

A recording of the Faurecia and HELLA day one press conference of 7 February 2022 can be found here.

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

The corresponding presentation can be downloaded here.

02/14/2022
 
 

Investor FAQ

  1. When did the acceptance period expire?

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

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

    An additional acceptance period started on 29 October 2021 and ended on 11 November 2021 at 24:00 CET.
     
  2. 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
     
  3. What was the offer price?

    The offer price amounted 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.
     
  4. Did 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.
     
  5. For how long could shareholders tender their shares?

    The first acceptance period started on 27 September 2021 after the publication of the offer document. It ended after four weeks on 25 October 2021 at 24:00 (CET). An additional acceptance period started on 29 October 2021 and ended on 11 November 2021 at 24:00 CET. Shares could be tendered during these periods.
     
  6. How many shareholders have accepted the offer?

    By the end of the first acceptance period on 25 October 2021, 24:00 hours (CET), the Takeover Offer has been accepted for a total of 14,929,369 HELLA Shares. This corresponds to a proportion of approx. 13.44 percent of HELLA's share capital and voting rights existing as of this date.

    By the end of the additional acceptance period on 11 November 2021, 24:00 hours (CET), the Takeover Offer has been accepted for a total of 21,662,359 HELLA Shares. This corresponds to a share of approx. 19.5 percent of HELLA's share capital and voting rights existing as of this date.

     
  7. What share in HELLA will Faurecia hold at the end of the acceptance period?

    By the end of the additional acceptance period on 11 November 2021, 24:00 hours (CET), the Takeover Offer has been accepted for a total of 21,662,359 HELLA Shares. This corresponds to a share of approx. 19.5 percent of HELLA's share capital and voting rights existing as of this date.

    Together with the share of approx. 60.00 percent that Faurecia has acquired from the pool shareholders of HELLA, Faurecia thus holds approx. 79.5 percent of the share capital and the voting rights of HELLA as of the reporting date 11 November 2021.
     
  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 did not accept the offer?

    HELLA shareholders who did not accept the offer will remain shareholders of HELLA GmbH & Co. KGaA. The company points out that, due to successful completion of the offer, 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 offer 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 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. 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
     
  11. 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
     
  12. 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.
     
  13. When do you expect the transaction to close?

    FAURECIA has successfully completed the acquisition HELLA after receiving all necessary regulatory on January 31, 2022.
02/14/2022
 
 
 
 
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Contact

Dr. Kerstin Dodel
Investor Relations
Email: investor.pwsl@rqvprelations@hella.com

 
03/18/2022