Hella signs Business Combination Agreement with Faurecia S.E.
HELLA GmbH & Co. KGaA and the Faurecia S.E. signed an agreement on the combination of the two companies. The shareholders' committee of HELLA has approved the conclusion of the agreement.
The signing of the Business Combination Agreement follows the conclusion of a bidding process initiated by the so-called pool shareholders of the Company and conducted with the support of the Company in a structured manner. In the course of this process, the pool shareholders held talks with various potential investors. These discussions resulted today in the conclusion of a share purchase agreement with Faurecia, a press release reads. The pool shareholders are a group of family-related shareholders who have subjected a total of 60% of all HELLA shares to a so-called pool agreement ("Pool Shares"). The Share Purchase Agreement between the Pool Shareholders and Faurecia relates to all Pool Shares. The Business Combination Agreement between HELLA and Faurecia contains, among other things, long-term agreements regarding corporate strategy, the appropriate financing, the future structure of corporate governance, the interests of the employees as well as the continuation of the Lippstadt site as a major centre with operational management, certain central functions and research and development units after the acquisition of the share package by Faurecia.. In a next step, Faurecia plans to publish a voluntary public takeover offer to acquire all shares in HELLA. The offer will be made by Faurecia Participations GmbH, a wholly-owned subsidiary of Faurecia. The gross offer price will amount to EUR 60.96 per HELLA share; this corresponds to the share purchase price agreed with the pool shareholders and a total value of all HELLA shares of approximately EUR 6.8bn. The closing of the transaction is subject to various regulatory approvals and is expected at the beginning of 2022.