Faurecia, with its wholly owned subsidiary Faurecia Participations GmbH as bidding entity, today published the offer document for its voluntary public takeover offer in cash for all outstanding shares of Hella, a major automotive player in lighting and electronics based in Lippstadt, Germany.

The offer price is €60.0 per share in cash. This represents a total consideration of €60.96 (including the expected dividend of €0.96 to be paid by Hella to Hella shareholders pre-closing), which corresponds to an attractive premium of 33% vs. the latest unaffected[1] share price of €45.8.

The first offer period begins today and will end on October 25, 2021 at 24:00 CEST. A second offer period should commence on October 29, 2021 and end on November 11, 2021 at 24:00 CEST. During these periods, Hella shareholders have the opportunity to accept the offer and tender their shares. The detailed terms and conditions of the offer and the conditions to closing can be found in the offer document, which was published today. To tender their shares, Hella shareholders should contact their respective custodian bank. 

The combination of Faurecia and Hella will create the 7th largest global automotive supplier, focused on four growth areas, fully aligned with industry megatrends:

• Electric Mobility (incl. hydrogen solutions),
• ADAS & Autonomous Driving,
• Cockpit of the Future,
• Lifecycle Value Management.

The combined Group will become a major technology player focused on six activities. Five of which, Electronics, Lighting, Seating, Interiors, Clean Mobility, will each exceed €3bn of sales. The newly created Business Group, Life Cycle Value Management, will quickly grow to reach a leading position.

Faurecia has entered into a business combination agreement with Hella. This agreement sets out, subject to the review of the offer document, that the General Partner and Supervisory Board of Hella support the offer and intend to recommend Hella shareholders to accept it.

Completion of the offer is subject to customary closing conditions as described in the offer document. The offer is not subject to reaching a minimum acceptance threshold.

As announced on August 14, 2021, Faurecia has reached an agreement with the Family pool and with Hella to acquire from the Family pool its 60% stake at a price of €60 per share paid through a mix of cash and Faurecia shares.

The publication of the offer document has been approved by the German Federal Financial Supervisory Authority (BaFin). The German version of the offer document (together with a non-binding English version of the offer document not reviewed by BaFin) is available today at www.faurecia-offer.com.

Faurecia is assisted by Lazard as lead financial adviser on the transaction as well as Berenberg and J.P. Morgan as financial advisers and White & Case as legal adviser.

[1] The unaffected share price is Hella’s share price as of April 26, 2021.