Schaeffler AG has successfully finalized its merger with Vitesco Technologies Group AG, a move announced nearly a year ago. This merger officially took effect today with the registration of the merger in Schaeffler’s commercial register.
In conjunction with this, the conversion of Schaeffler’s non-voting common shares into common shares with full voting rights has also been accomplished. This marks the successful completion of the transaction, as previously stated, in the fourth quarter of 2024.
Klaus Rosenfeld, CEO of Schaeffler AG, remarked, “With the merger completion today, Schaeffler embarks on a new chapter in its corporate journey. Despite a challenging landscape, we executed this complex transaction according to plan in less than a year, demonstrating that the two companies align not only technologically but also culturally. We are excited about our future collaboration and the establishment of a leading Motion Technology Company together.”
Georg F. W. Schaeffler, a family shareholder and Chairman of the Supervisory Board of Schaeffler AG, added, “The merger strengthens both Schaeffler and Vitesco. It establishes a robust foundation for Schaeffler AG to continue its profitable growth in the future. The Schaeffler family will continue to support the Schaeffler Group as a long-term anchor shareholder. It is a pleasure for me, along with my mother Maria-Elisabeth Schaeffler-Thumann, to welcome the talented employees of Vitesco into the Schaeffler family.”
Successful Share Exchange and Conversion
According to the exchange ratio detailed in the merger agreement, Vitesco shareholders will receive 11.4 newly issued the company common shares with full voting rights for each Vitesco share held. Additionally, the previous non-voting common shares of the company have been converted into common shares with full voting rights at a ratio of 1:1. From now on, all Schaeffler shareholders will possess common shares with full voting rights. Trading of the newly issued Schaeffler shares will commence on the Frankfurt Stock Exchange on October 2, 2024.
Strategic Direction and Market Positioning
Pro-forma figures for 2023 indicate that the merged entity will generate approximately 25 billion euros in annual sales and employ around 120,000 individuals across more than 250 locations worldwide, including over 100 production facilities.
Moving forward, it will organize its business into four focused divisions: E-Mobility, Powertrain & Chassis, Vehicle Lifetime Solutions, and Bearings & Industrial Solutions. Additionally, operations will be managed across four regions—Europe, Americas, Greater China, and Asia/Pacific—maintaining their current management structures.
As a unified company, it boasts a strong balance sheet, significant economies of scale, and a diverse product portfolio encompassing eight product families that provide integrated solutions for a wide array of customer needs.
The company anticipates, as previously outlined, that the merger with Vitesco will generate revenue and cost synergies with an estimated EBIT impact of 600 million euros annually, with gradual implementation. The full potential of these synergies is expected to be realized by 2029.
Integration Process Commences
With the merger concluded, the integration of Vitesco and it has officially begun today, referred to as “Day One.” This process has been meticulously prepared through collaborative working groups from both companies over recent months.
The integration aims to achieve revenue and cost synergies while also consolidating processes and IT systems. It will establish a new sales and customer support framework for key customers who utilize products and services developed across multiple divisions.
This initiative will include streamlining and unifying existing legal structures in regions where it and Vitesco previously operated independently, encompassing not just Europe but also countries like China, Mexico, Korea, and India.
Going forward, the Group will function under the unified corporate brand “Schaeffler.” Emphasizing the corporate colors of white and green and the slogan “We pioneer motion,” the existing product brands will gradually transition to the company brand.
The Group will remain registered in Herzogenaurach, which will also serve as its headquarters. After releasing its nine-month results on November 5, 2024, it will communicate with capital markets as a unified entity for the first time.
The annual financial results for 2024, along with guidance for 2025, will be shared during the annual press conference on March 5, 2025. Furthermore, a Capital Markets Day is scheduled for the latter half of 2025, where Schaeffler will present its updated strategy for the merged company to the public and capital market stakeholders.
