LIVONIA, Mich., April 21, 2015 /PRNewswire/ -- TRW
Automotive Holdings Corp. (NYSE: TRW) today announced that its
subsidiary, TRW Automotive Inc., signed a definitive agreement to
divest its Linkage and Suspension business for $400 million in cash, subject to working capital
and other adjustments, to THK Co., LTD (TSE: 6481). The planned
divestiture, with annual sales of approximately $550 million, is expected to close by the end of
TRW's fiscal third quarter and is subject to customary conditions,
including regulatory approvals. Proceeds from the sale will be used
for general corporate purposes.
"In addition to resolving the company's overlap position
relating to TRW's pending acquisition by ZF Friedrichshafen AG
announced on September 15, 2014, this
agreement represents a great outcome for both TRW and the
business," said John C. Plant,
Chairman and CEO of TRW Automotive. "TRW's Linkage and Suspension
business is a long-standing market leader and a trusted partner to
the world's vehicle manufacturers. Its pairing with THK's business
will further strengthen its position as an industry leader."
BNP Paribas acted as exclusive financial advisor to TRW, and
Honigman Miller Schwartz and Cohn
LLP acted as TRW's legal advisors.
About TRW
With 2014 sales of $17.5 billion, TRW Automotive ranks among the
world's leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through
its subsidiaries, operates in 24 countries and employs
approximately 65,000 people worldwide. TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
fastening systems and aftermarket replacement parts and
services. All references to "TRW Automotive", "TRW" or the
"Company" in this press release refer to TRW Automotive Holdings
Corp. and its subsidiaries, unless otherwise indicated. TRW
Automotive news is available on the internet at www.trw.com.
Forward-Looking Statements
This release contains
statements that are not statements of historical fact, but instead
are forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. We caution
readers not to place undue reliance on these statements, which
speak only as of the date hereof. All forward-looking
statements are subject to numerous assumptions, risks and
uncertainties which could cause our actual results to differ
materially from those suggested by the forward-looking statements,
including those set forth in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2014
(our "Form 10-K"), such as: the occurrence of any event,
change or other circumstances that could give rise to the
termination of the ZF merger agreement, which could have a material
adverse effect on us and our stock price; the inability to
consummate the proposed ZF merger or the inability to
consummate the ZF merger in the timeframe or manner currently
anticipated, due to the failure to satisfy conditions to completion
of the proposed ZF merger, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction, could have a material adverse effect on us and our
stock price; risks related to disruption of management's attention
from our ongoing business operations due to the ZF merger; the
effect of the announcement of the proposed ZF merger on the
Company's relationships with its customers, suppliers, joint
venture partners and others, as well as our operating results and
business generally; strengthening of the U.S. dollar and other
foreign currency exchange rate fluctuations impacting our results;
economic conditions adversely affecting our business, results or
the viability of our supply base; risks associated with non-U.S.
operations, including economic and political uncertainty in some
regions, adversely affecting our business, results or financial
condition; any developments related to antitrust investigations
adversely affecting our financial condition, results, cash flows or
reputation; pricing pressures from our customers adversely
affecting our profitability; global competition adversely affecting
our sales, profitability or financial condition; any disruption in
our information technology systems adversely impacting our business
and operations; any shortage of supplies causing a production
disruption for any customers or us; the loss of any of our largest
customers or a significant amount of their business, or a
significant decline in their production levels, adversely affecting
us; our contingent liabilities and tax matters causing us to incur
losses or costs; any inability to protect our intellectual property
rights adversely affecting our business or our competitive
position; costs or adverse effects on our business, reputation or
results from governmental regulations; work stoppages or other
labor issues at our facilities or those of our customers or others
in our supply chain adversely affecting our business, results or
financial condition; commodity inflationary pressures adversely
affecting our profitability or supply base; and other risks and
uncertainties set forth in the Company's Form 10-K under "Item 1A.
Risk Factors" and in our other filings with the U.S. Securities and
Exchange Commission. All forward-looking statements are
expressly qualified in their entirety by such cautionary
statements. We do not undertake any obligation to release publicly
any update or revision to any of the forward-looking
statements.
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SOURCE TRW Automotive Holdings Corp.
