Faurecia announces the completion of the acquisition of Hella, creating the world’s seventh largest automotive supplier

Faurecia acquired today a total of c. 79.5% of the shares in Hella including:

• 60% of Hella shares from the pool of family shareholders, paid for c. 52.1% in cash and for c. 7.9% in newly issued Faurecia shares [1]
• c. 19.5% as part of the settlement of the public takeover offer ended on November 11, 2021.

The total value (cash and shares) of this acquisition represents an investment of EUR5.3 billion.

As a consequence, the pool of Hella family shareholders has become Faurecia’s largest shareholder of Faurecia with c. 9% of Faurecia shares.

The appointment of a Family pool representative to the Faurecia Board of Directors will be proposed at the next Faurecia shareholders’ meeting, underlining the Family pool’s strong commitment to the combined Group’s strategy and outlook.

The Family pool further agreed to be subject to a first lock-up of its Faurecia shares during 18 months and a subsequent lock-up of 12 additional months for the portion of its Faurecia shares exceeding 5% of the Faurecia share capital.

Today, Hella and Faurecia are opening the first chapter of the newly combined Group. This transforming acquisition brings together two complementary and profitable companies to create the 7th largest global automotive supplier with a highly advanced technology portfolio. Our 2025 combined Group sales ambitions of €33bn represents a significant leverage and we will now work together effectively to immediately start implementing the significant and confirmed synergies that have been identified and create sustainable value for all our stakeholders.

 

Patrick Koller

Chief Executive Officer of Faurecia

This acquisition was financed by utilization of EUR2,9bn under the EUR5.5bn bridge facilities agreement secured in August 2021, which includes a EUR500 million term loan (maturity August 2024), and Faurecia’s own cash, including the proceeds of the pre-financing transactions already implemented by Faurecia (EUR1.2bn of senior sustainability-linked notes due 2027 announced on November 4, 2021 and EUR700 million ESG-linked Schuldscheindarlehen announced on December 17, 2021).

As already announced in August 2021, Faurecia intends to refinance the bridge facilities through a rights issue for an amount up to EUR800 million with preferential subscription right for shareholders. The Family pool undertook to participate in such rights issue in proportion to its shareholding in Faurecia. It is recalled that Peugeot 1810 and Bpifrance, respectively owners of c. 3.1% and c. 2.2% of Faurecia shares [2], have already expressed their intention to participate in the rights issue, in proportion to their shareholding in Faurecia, subject to the final terms of this rights issue. The balance of the bridge facilities will be refinanced through additional bonds and/or bank loans.

Starting from February 1st, 2022, the results of Hella GmbH & Co. KGaA will be consolidated into the financial accounts of the Faurecia Group.

The trading of the Faurecia shares on Euronext Paris will resume on February 1st, 2022.

[1] A specific communication in respect of the new Faurecia shares issued in consideration of the contribution in kind of the Family pool is available on the Faurecia website (regulated information).

[2] Taking into account the new Faurecia shares issued today.