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Upcoming/New CFIUS Filing: ZF Friedrichshafen AG and WABCO

Acquirer:  ZF Friedrichshafen AG (Germany)

Acquired:  WABCO (US)

Value:  US$7 billion

Industry:  Automotive

On March 28, 2019, WABCO Holdings Inc., a US based publicly traded global supplier of braking control systems and related technologies for commercial vehicles, entered into a merger agreement with ZF Friedrichshafen AG, a publicly traded German automotive component manufacturer company, pursuant to which Wabco Holdings Inc. will survive as an indirect wholly owned subsidiary of ZF Friedrichshafen, for an equity value of over $7 billion.  (WABCO Holdings Inc., Form 8-K, March 28, 2019, SEC Filing.)  “The transaction will bring together two global technology leaders serving OEMs and fleets in the automotive and commercial vehicle industry, combining WABCO’s capabilities in commercial vehicle safety and efficiency, including technologies involved in vehicle dynamics control, active air suspension systems, and fleet management systems with ZF’s leading position in driveline and chassis technologies for cars and commercial vehicles.” (Press Release, WABCO Holdings Inc., Form 8-K, Ex-99.1, March 28, 2019, SEC Filing.)   CFIUS clearance is a condition to closing the merger. (See Section 7.1(d), Agreement and Plan of Merger, WABCO Holdings Inc., Form 8-K, Ex-2.1, March 28, 2019, SEC Filing.)

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