TRW Automotive’s Proposed $13.5 Billion Sale to ZF

Simpson Thacher is representing TRW Automotive Holdings Corp. (NYSE: TRW) in connection with its proposed sale to ZF Friedrichshafen AG (“ZF”). Under the terms of the transaction, ZF will acquire all of the outstanding shares of TRW for $105.60 per share in an all-cash transaction valued at approximately $13.5 billion on an enterprise value basis. The transaction, which is expected to close in the first half of 2015, is subject to stockholder and regulatory approvals and other customary closing conditions.

With 2013 sales of $17.4 billion, TRW ranks among the world’s leading automotive suppliers. Headquartered in Livonia, Michigan, TRW operates in 24 countries and employs approximately 65,000 people worldwide. Based in Friedrichshafen, Germany, ZF is a global leader in driveline and chassis technology with 122 production companies in 26 countries. In 2013, ZF had sales of €16.8 billion and approximately 72,600 employees.

The Simpson Thacher team includes: Bill Dougherty, Anthony Vernace, Lauren Colasacco, Sharo Atmeh, Wenli Cai and Karen McClendon (M&A); Brian Robbins, Jamin Koslowe and Eric Wolf (Executive Compensation and Employee Benefits); Antti Pesonen and Lucy Jenkins (Financing); Gary Mandel and Andrew Purcell (Tax); Genevieve Dorment (Intellectual Property); Peter Thomas and David Shogren (Regulatory); and Adeeb Fadil (Environmental).

Source:  www.stblaw.com