Allen & Overy advises Schaeffler on financing for its Vitesco takeover

The Executive Board of Schaeffler AG (“Schaeffler”) has decided, with the consent of the Supervisory Board, to launch a public tender offer for all outstanding shares in Vitesco Technologies Group AG (“Vitesco”) to create a leading Motion Technology Company with four focused divisions. This includes a combined E-Mobility division with significant growth potential.

Vitesco shareholders are being offered cash consideration in the amount of EUR 91 per share, which represents an attractive premium of around 21 percent on the last closing price on 6 October 2023, and a premium of around 20 percent on the 3-month volume-weighted average share price. For shareholders who have been invested in Vitesco since its spin-off from Continental AG, this represents a premium of around 52 percent compared to the first Vitesco share price of EUR 59.80 on 16 September 2021.

Schaeffler has arranged a comprehensive financing package including an acquisition bridge facility to finance the tender offer. The financing package is fully underwritten by Bank of America, BNP Paribas and Citigroup, which act as financial advisors to Schaeffler. Schaeffler has entered into a non-tender agreement with IHO Holding, the strategic management holding of the Schaeffler family, for its 49.9 percent shareholding in Vitesco.

The Allen & Overy team was led by partner Dr Walter Uebelhoer and counsel Dr Ilja Baudisch (both Munich) and included partners Thomas Neubaum (all Banking & Finance), Marc Plepelits (Capital Markets) and Dr Heike Weber (Tax), senior associate Rita-Nicole Thomas (Capital Markets) and associates Ann-Kathrin Ludwig (Banking & Finance, all Frankfurt) and Dr Georg Lütkenhaus (Banking & Finance, Munich).