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CASE 19

ZF Friedrichshafen’s Acquisition of TRW Automotive: Making the Deal

This case was written by Henning Düsterhoff, Günter Müller-Stewens (University of St. Gallen), Kathrin Pfeifle, and Max Ringlstetter (University of Eichstätt-Ingolstadt). It is intended to be used as the basis for class discussions rather than to illustrate either the effective or the ineffective handling of a management situation. The case was compiled from published sources and internal company data. This case is part of the University of St. Gallen case collection at the Case Centre: http://www.thecasecentre.org/educators/ordering/whatsavailable /collections/stgallen© January 2017, Version 1.0, University of St. Gallen and University of Eichstätt-IngolstadtNo part of this publication may be copied, stored, transmitted, reproduced or distributed in any form or medium whatsoever without the permission of the copyright owner.

IntroductionThe case study “ZF Friedrichshafen’s Acquisition of TRW Automotive” describes the German automotive supplier ZF Friedrichshafen AG’s strategic takeover of the USA-based automotive supplier TRW Automotive Holdings Corp. As both companies were already among the largest car manufacturing suppliers in the world before the deal, this acquisition was one of the largest transactions both within the industry and in the stock market year 2015 in general. Also, the acquisition indicates the tremendous structural change within an industry that is mainly driven

by market consolidation and a focus on innovation, with the concept of “autonomous driving” at its core.

The objective of this case study is to illustrate the dynamics of a megamerger by using ZF’s acquisition of TRW Automotive as an example. In order to illustrate the time sequence of processes in a transaction of this size and the complex structure of the parties involved, the texts are arranged chronologically as in a play, and together they take the form of a sequence of acts. In order to indicate the history of the company’s origins appropri-ately, the texts reflect the opinion and knowledge of the public at particular points in time. In addition, we try to

Companies

ZF Dr. Stefan Sommer Chief Executive Officer

Dr. Konstantin Sauer Member of the Board of Management: Corp. Finance, IT, M&A

Juergen Holeksa Member of the Board of Management: Corp. HR and IR, Corp. Governance, Service Companies, Region Asia Pacific

Dr. Franz Kleiner Member of the Board of Management: Region North America

Dr. Holger Klein Chief Integration Management Officer

Prof. Dr. Giorgio Behr ZF’s Chairman of the Supervisory Board

TRW John C. Plant Chairman of the Board, President, and CEO

Patrick Olney Executive Vice President and COO

Peter J. Lake Executive Vice President Sales & Business Development

Joe Cantie Executive Vice President and CFO

Neil Marchuk Executive Vice President, HR

Robin Walker-Lee General Counsel and Secretary

Mark Stewart Executive Vice President

Luke Van Dongen Vice President: Quality and Operations Effectiveness

Jerome Dorlack Vice President: Materials Management, Logistics, Value Analysis & Engineering and Supplier Development

Aine Denari Chief Integration Management Officer

Employer and Employee Representation

Achim Dietrich-Stephan Employee Representative

Main Actors (as they appeared in the acquisition process)

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create a simulation-like atmosphere by inviting students to connect more closely with the events depicted.

Our information sources include press articles and the websites of the companies involved, as well as inter-nal materials from ZF TRW and interviews with key actors within ZF.

I. Understanding the Context of the DealBackground: The DealLooking back, it is not that easy to remember which of the two events went off like the bigger bomb: the call that came in mid-September 2014 or the fact that the automotive supplier ZF Friedrichshafen AG signed a deal to buy its USA-based competitor TRW (a com-pany similar in size) the very same day, as the man told you over the phone: “ZF signed a merger agreement in the amount of USD  12.4  bn on 15 September 2014, with the local board. A 16% premium was paid on the market price of TRW. The price was equivalent to a multiple roughly 7.5 times EBITDA. This is one of the largest transactions both within the industry and in the stock market year 2015 in general,” he added. The caller further stated that his boss, Dr. Stefan Sommer, Chief Executive Officer of ZF, had described the rationale behind the acquisition as follows: “As one of the world’s leading suppliers, we aim to offer the automotive industry complete system solutions for the megatrends of the future.”1

“This opportunity, as compelling as it sounds, does not come without risks,” the man went on. “Both com-panies are looking back on a long history in their indus-try where TRW is listed on the stock exchange, and ZF Friedrichshafen AG is in the hands of two foundations. The shareholders are the Zeppelin Foundation (93.8%) and the Dr. Juergen and Irmgard Ulderup Foundation (6.2% of shares). Next year, in 2015, ZF will celebrate 100 years of existence. TRW is 14 years older.” The man continued: “When comparing both enterprises with each other (see Figure 1), you can identify a number of challenges and risks with regard to the transaction: A company approximately the same size as the buyer needs to be integrated. In addition, different cultures and nationalities have to be combined in a new joint one. Furthermore, both companies are quite complemen-tary regarding locations, business areas, and customer groups, which results in low levels of cost synergies but promising growth opportunities.” (cf. Appendix 1). You asked yourself why this partner of a top-tier consulting company was telling you all this over the phone.

Background: The Competitive Situation in the Global Automotive Industry After the call, it took you a while to grasp what had just happened. Dr. Holger Klein, a former partner at the McKinsey office where you worked as an analyst during your gap year, recalled your performance and your name and even asked whether you would have time to meet him at the FEZ (Forschungs- und Entwicklungszentrum3) at ZF’s headquarters in Friedrichshafen the following day. That left you with very little time to prepare and research the topic! On your way to Friedrichshafen the next morning, you found some more time to prepare and review your findings:

In 2014, the total size of the global automotive supplier market came to EUR 620 bn, a 20% rise since 2010.4 Since the bottom of the financial crisis in 2009, automotive suppliers had seen strong growth, mainly due to growing vehicle production volumes in the main markets.

Most recently, 2014 was a record year for automo-tive suppliers with a global EBIT margin of 7.5%5: On average, automotive suppliers have outperformed their customers in terms of profitability, although the sector still has room for improvement, compared with other industries (cf. Appendices 2 and 3). However, perfor-mances vary and depend on four key factors: (1) region, (2) company size, (3) product focus, and (4) business model.6

1. Region: After-crisis development showed that some regions outperformed others to a certain extent. Especially suppliers from the NAFTA1 region were able to improve their performance significantly. By contrast, Europe-based suppliers were just recently impacted by their weak home market, as 2013 showed lower sales than 2012. However, their great advantage is their leading technology positions in many differ-ent segments, as well as their favorable customer mix. In the meantime, Asian companies are leading the market in terms of sales, but they also face decreas-ing margin levels as growing competition puts them under pressure.

2. Company size: The expression “size matters” holds true in the automotive supplier industry. Economies of scale are an important driver in an industry where larger companies have continuously become more profitable. Large multinational suppliers profit from globalization, while upper-end midsize companies (EUR  2.5–10  bn in revenue) seem to be “stuck  in the middle,” as their performance is below average. This development indicates that size is an important

1 NAFTA = North American Free Trade Agreement

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Figure 1 Comparison between ZF and TRW2

Name ZF Friedrichshafen AG TRW Automotive, Inc.

Type Stock corporation (AG) Stock corporation (Inc.)

Traded as Non-listed Listed on NYSE: TRW

Ownership Zeppelin Foundation Free float

Predecessors ZF Friedrichshafen AG TRW Inc.

Founded 1915 1904

Industries Automotive industry (car and CV), rail transport, marine engineering, aviation

Automotive industry

Headquarters Friedrichshafen, Baden-Wuerttemberg, Germany

Livonia, Michigan, USA

Number of locations 121 facilities in 27 countries 185 facilities in 24 countries

Area served Worldwide Worldwide

Divisions (1) Car Powertrain Technology(2) Car Chassis Technology(3) Commercial Vehicle Technology (4) Industrial Technology

(1) Automotive Components(2) Chassis Systems(3) Electronics(4) Occupant Safety Systems

Employees 72.463 66.100

CEO Stefan Sommer (CEO) John Plant (Chairman & CEO)

Sales EUR 18.415 m (2014)EUR 16.800 m (2013)EUR 15.500 m (2012)

USD 17.539 m (FY 2014)USD 17.435 m (FY 2013)USD 16.444 m (FY 2012)

EBIT ZF/Operating income TRW

EUR 1.098 m (2014)EUR 807 m (2013)EUR 643 m (2012)

USD 501 m (FY 2014)USD 1.227 m (FY 2013)USD 1.085 m (FY 2012)

Investments in R&D

EUR 891 m (2014)EUR 836 m (2013)EUR 770 m (2012)

USD 694 m (FY 2014)USD 735 m (FY 2013)USD 623 m (FY 2012)

Total assets –EUR 826 m (2011)

USD 10.900 m (FY 2012)–

Total equity – USD 7.300 m (FY 2012)

Website www.zf.com www.trw.com

success factor and that suppliers should aim to lever-age scale on the cost side in order to gain a competi-tive position in the future.

3. Product focus: Some types of products lead to higher profitability than others. While tire suppliers could benefit from strong aftermarket business in recent years, powertrain margins, which are still on a high level, are under pressure because of intensified

competition. Exterior suppliers come third in the profitability ranking. Finally, while electronics sup-pliers are becoming increasingly important in the market, their profitability in terms of EBIT margin is below the automotive supplier industry average (5.5% vs. 7.2%). As a result, players may want to take measures into consideration that would help them become industry leaders in the near future.

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A Brief Historical Overview: ZF Friedrichshafen AG

1915 Luftschiffbau Zeppelin creates Zahnradfabrik Friedrichshafen GmbH (ZF) for the development and manufacturing of special gears for airships and other aircraft. The Zeppelin foundation controls the company.

1921 Firm is converted from a limited private company (GmbH) to a stock corporation (AG).

1932 The company begins producing automotive steering systems.

1947 Complete responsibility for the Zeppelin foundation is transferred to the city of Friedrichshafen. Three years later, 90% of ZF’s ownership is assigned to the Zeppelin-Stiftung foundation.

1992 The company changes its name from Zahnradfabrik Friedrichshafen AG to ZF Friedrichshafen AG.

2000 ZF and Sauer form ZF Graziano Materials Handling Components GmbH, a joint venture to combine forklift transmission operations.

2001 Acquisition of Mannesmann Sachs AG. Division is renamed ZF Sachs AG.

2008 Joint venture with ArvinMeritor to reduce noncore operations within the company.

2014 ZF Friedrichshafen AG makes an EBIT of EUR 891 m on sales of EUR 18.4 bn.

A Brief Historical Overview: TRW Automotive Holdings Corp.

1901 The Cleveland Cap Screw Company is founded.

1926 Company is renamed Thompson Products, after its general manager Charles Thompson.

1953 Simon Ramo and Dean Wooldridge found The Ramo-Wooldridge Corporation.

1958 TRW (Thompson Ramo Wooldridge) is founded when Thompson Products merges with Ramo-Wooldridge.

2002 Aerospace company Northrop Grumman acquires competitor TRW and sells TRW’s automotive division to private equity firm Blackstone Group.

2004 TRW goes public. The main shareholders are Blackstone (56.7%), Northrop Grumman (17.2%), and TRW management (1.7%).

2014 TRW makes an operating income of USD 501 m on sales of USD 17.5 bn.

Figure 2 The Historical Development of ZF and TRW

4. Business model: Different business models per-formed differently. In particular, product innovators clearly outpaced process specialists in terms of prof-itability. Car manufacturers show a strong demand for innovative products as they feature a higher dif-ferentiation potential and thus a higher willingness to pay. High entry barriers and high consolidation are key characteristics of innovation-driven seg-ments. The latter is caused by steadily rising costs for R&D, making it difficult for smaller companies to cope with the strong pressure for innovations. As a result of this high level of innovation pressure, alli-ance and cooperation in the product innovation sec-tor are regarded as particularly important.

Along with operational performance, many suppliers have improved their liquidity and financing situation

significantly and find themselves today in a more sta-ble position than in 2007, before the crisis. Financial resources provide the companies with the opportunity to react to upcoming challenges for the industry.

In fact, the automotive supplier industry is facing a period of constant change. According to a Roland Berger study, industry dynamics are characterized by a contin-ued shift of end-customer demand to Asia, increasing M&A activities by emerging market investors, techno-logical innovations in the field of driver assistance and connectivity, and finally also the volatility of currency and capital markets, which has a significant impact on world trade.

However, according to a report by McKinsey, even though there are several scenarios (see Figure 3) and a game-changing disruption is on the rise, there is still no

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integrated perspective on how the automotive indus-try will look in 10–15 years as a result of these trends.7 Roughly two years ago, ZF started to analyze and revise its long-term corporate strategy, as Mr. Juergen Holeksa, member of the board at ZF, stated: “In this process, we realized that there are three global technol-ogy-driven megatrends in particular that we should pay attention to: semi- or fully autonomous driving, safety, and fuel efficiency.”8

Questions to Help Understand the Context of the DealAs a consultant to the deal parties and after considering your findings, ask the following questions: What are the industry characteristics, and how is ZF prepared to face these and any other future challenges?

I.1 Industry characteristics: What are the challenges and dynamics in the automotive industry?

I.2 ZF’s strategy and new positioning:What is the rationale for the ZF TRW deal?

I.3 Alternatives to the acquisition of TRW: Identify and evaluate alternatives that ZF could have undertaken to meet the objectives of the defined strategy.

II. Fundamental Decisions in M&A ProcessesArriving in Friedrichshafen, a rather small town locat- ed right next to Lake Constance on the border with Switzerland and blessed with a wonderful lakeside view and about 60,000 inhabitants, you cannot help but smile: This town welcomes—and in a way even owns—a com-pany that has more than double as many employees around the world as this town’s number of inhabitants.

Dr. Klein, a former partner at McKinsey and at present the Chief Integration Management Officer at ZF, welcomes you to his office. After some small talk about general developments in the automotive sector and a few more challenging questions on ZFs position-ing (which you were prepared for), he describes the

Overview of the High-Disruption vs. Low-Disruption Scenario

High Low

Diverse mobility

City policies discouraging private vehicles Intensified Steady

New, on-demand business models Prevalent Limited

Model shift away from car ownership to shared mobility Significant Limited

Autonomous driving

Regulatory challenges are overcome Fast Gradual

Development of safe and reliable technical solutions Comprehensive Incomplete

Consumer acceptance and willingness to pay Enthusiastic Limited

Electrification

Battery prices continue to decline Rapid Protracted

Regulator-driven emission restrictions Intensified Gradual

Consumer demand for electrified powertrains Widespread Restrained

Connectivity

Uptake of car connectivity globally Vast majority Partial

Consumers regularly using paid content Mainstream Limited

Figure 3 Overview of the High-disruption vs. the Low-disruption Scenario

(Source: McKinsey&Company 2016, p. 4)

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ZF to fulfill its strategy by acquiring a strong competi-tor (cf. Appendices 4 and 5).

“On July 10, 2014, certain media outlets reported that TRW had received a preliminary acquisition proposal from ZF. Later that day, TRW issued a press release confirming that it had received a preliminary, non-binding proposal to acquire TRW and that TRW was evaluating the proposal as well as other strategic alternatives to enhance stockholder value. In its press release, TRW also indicated that it had retained Goldman Sachs as its financial advisor. Later that same day, ZF publicly confirmed that it was in the preliminary stages of discussing a possible acquisition of TRW. The closing price of TRW’s common stock on July 10, 2014 was $98.91, up $7.51 from the closing price of TRW’s common stock on July 9, 2014, the trading day before the media reports and the TRW and ZF public statements.”9

Initial reports state that ZF values the target at around USD 11–12 bn, while the company’s market price is around USD 11 bn. The media welcomes the news and reports favorably on the transaction, expecting ZF to enhance its market power and to demonstrate market leadership.

30 July 2014First Valuation Indicates Progress in NegotiationsUnofficial statements report ZF was about to pay roughly USD 105 per share for the target, which would produce a price of nearly USD  12  bn. This valuation equals an EBITDA multiple of 7.5, based on TRW’s fig-ures expected for 2014.10 Thus, the deal would become one of the most expensive transactions ever seen in the car manufacturing supplier industry. The value of TRW shares falls by 2.6% to USD 101.89.

15 September 2014ZF and TRW Sign a Merger Agreement for ZF’s Acquisition 0f TRWBarely two months after the first rumors in the indus-try, the deal is set up, and a final offer is announced. The board of TRW, a Delaware company, unanimously accepts ZF’s offer to acquire all shares in the company for USD 105.6 per share, totaling USD 12.4 bn. ZF’s offer of USD 105.6 per share in cash represents a premium of 1.7% to TRW’s closing price of USD  103.85 on Friday, 12 September. Including debts taken over with the acqui-sition, the deal has a total volume of USD 13.5 bn.

acquisition process from the first rumors in the sum-mer until the deal was signed a couple of days ago, in September 2014.

10 July 2014Rumors of ZF Friedrichshafen AG’s Imminent Acquisition of TRWIt was a wake-up call for the whole industry when rumors started to spread that ZF Friedrichshafen AG is about to make an imminent takeover bid to TRW Automotive Holdings Corp. As both companies are among the larg-est car manufacturing suppliers in the world, this deal would be one of the largest transactions ever in the industry. Furthermore, the acquisition would mark the beginning of a tremendous structural change within the industry that would mainly be driven by market consolidation and a focus on innovation.

To some extent, insiders were not surprised by the rumors. It was not long before that Stefan Sommer, ZF’s CEO, had announced the company’s ambitions to invest heavily in technology for autonomous driving, a field in which TRW had pushed for market leadership over time.

Based in Livonia, Michigan, in the USA, TRW Automotive develops and produces (among others) video and radar technology that enables semi-automatic driv-ing. TRW is the market leader in the field of security systems and a pioneer in car dynamics, assistance sys-tems, as well as electronics and software systems. The company recently reported sales of about EUR 17.5 bn, making it almost as large as ZF. Continuously increasing investments in R&D are a key issue for TRW and drive it into M&A negotiations. Without more capital from the outside, the company would not be able to maintain its high level of innovation.

ZF Friedrichshafen AG is the world’s largest inde-pendent gear drive manufacturer. In 2014, for the first time, it was ranked among the top ten global suppli-ers. The company had just recently announced its aim to increase revenues from around EUR 17 bn to more than EUR 40 bn by 2025. That means more than dou-bling its sales in about 10 years—an ambitious goal. To reach this goal, external growth through increased M&A activities would appear to be indispensable, as it is rather unlikely to achieve such growth organically. In addition to strategic objectives, macroeconomic fac-tors provide favorable conditions, as a historically low level of interest rates boosts M&A activities around the world. The time seems right for a megamerger and for

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and the business,” as the pairing with THK will further strengthen the linkage and suspension’s business posi-tion as an industry leader.

“Further divestments are expected,” Dr. Klein tells you. The following questions are important to the analysis.

Questions on Fundamental Decisions in M&A ProcessesSuppose it is September 2014, and you are assigned to provide decision-making support for strategic pro-cesses and decisions after the merger agreement was signed but before the approval of TRW sharehold-ers in an Extraordinary General Meeting (EGM; This special meeting will take place in Atlanta, Georgia, on November 19, 2014 at 10:00 a.m., Eastern Time). There is a lot to decide on…

II.1 Acquisition procedure: Which aspects need to be considered in an acqui-sition process—and when? Draw a rough timeline.a. Due diligence: In principle, which options are

open to you regarding the due diligence pro-cess? Which of these options would you select in the case of ZF TRW? Is the Board of Directors allowed to give access to internal documents? What are possible consequences? Explain your decision.

b. Share price development: How would you inter-pret the share price development of TRW in Appendix 6? Give a brief explanation.

c. Financing: Which options are open to you regarding the financing of the deal? Decide for one of these options and explain your choice.

II.2 Legal topics:a. Antitrust: Transatlantic M&A’s often require

that antitrust clearances be obtained in several jurisdictions before the deal may proceed. In the case of ZF TRW, what could ZF have to deal with after signing the merger agreement? Think about possible antitrust topics and give reasons for your answer.

b. Clearance—pre-closing guidelines: What is typi-cal for the phase between signing and closing? Think about the pre-closing guidelines generally required by antitrust law. What is allowed, and what is not?

II.3 Type of integration: Which type of integration would you decide on? Explain your decision.

“Following the meeting of the TRW Board on September 15, 2014, prior to the opening of trading of TRW’s common stock on the NYSE, the parties exe-cuted the merger agreement and finalized the other documentation related to the proposed transaction and ZF executed its credit agreement (and related ancillary agreements) providing for its committed debt financ-ing. Each of TRW and ZF also issued press releases announcing the transaction.”11 The final “yes” is sub-ject to TRW shareholder approval, which is expected by November.

In order to finance the acquisition, ZF is planning on issuing bonds within six months after the closing. In the meantime, a bank consortium that includes Citigroup and Deutsche Bank provides the company with credit lines. In addition, ZF holds EUR 1.9 bn in cash. However, the company does not state whether it wants to make use of its reserves for the acquisition. According to management, the high leverage will be reduced by increasing growth over the next few years.

If approved, ZF would become, together with Bosch, the third-largest car manufacturing supplier, right after Continental and Denso, a Japanese supplier. Faced with the upcoming stronger competition, Bosch CEO Volkmar Denner states: “We generally approve of increas-ing competition and do not see any issues here.” From a strategic point of view, both parties complement each other quite well, since TRW is mainly active in the mass market, while ZF focuses on premium segments. Both companies share the competitive advantage of technol-ogy leadership.

Taking precautions against antitrust concerns, ZF sold its steering systems division (ZFLS), which used to be a joint venture with Bosch. In so doing, it avoids any issues with antitrust law that might result from the continued cooperation with ZFLS and its employees, which became essential for a successful closing with TRW. The deal was announced the same day the TRW offer was published. ZF CEO Sommer stated that the divestment was a severe cut, as the products of the joint venture were of good quality and ZFLS accounted for 13,000 employees and a turnover of EUR 4.1 bn.12 In preparation for the merger, TRW also sold its linkage and suspension business to Tokyo conglomerate THK Co. Ltd. The divestiture, with annual sales of about USD  550 m, was subject to cus-tomary conditions, including regulatory approvals. TRW Chairman and CEO John C. Plant stated that “in addi-tion to resolving the company’s overlap position relating to TRW’s pending acquisition by ZF Friedrichshafen AG (…) this agreement represents a great outcome for both TRW

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AppendixAppendix 1 Complementary Product Portfolio of ZF and TRW

(Source: ZF Friedrichshafen AG, internal)

DRIVER ASSISTANCE SYSTEMS

Expertise — squared!

OCCUPANT SAFETY SYSTEMS

ELECTRONICS

STEERING SYSTEMS

DAMPING SYSTEMS

AXLE DRIVES

CHASSIS COMPONENTS

TRANSMISSIONS

AXLE SYSTEMS

ELECTRIC DRIVELINES

BRAKING SYSTEMS

Appendix 2 Key Supplier Performance Indicators, 2005–2014e

(Source: Roland Berger/Lazard 2014)

9

05

1) EBIT after restructuring items 2) EBIT after restructuring items/capital employed

06 07 08 09 10 11 12

Y-o-Y (%)

13 14e 05 06 07 08 09 10 11 12 13 14e

100109

11911699

118132137

148~155

9

23

215

20

12

4 5

6.0 5.76.5

2.1 1.8

7.06.5 6.9 7.2

11.1

9.3

12.513.4

12.9

12.5

13.2

3.0 2.9

~7.5

~14.0

9

Indexed (2005 5 100)

Revenue growth

05 06 07 08 09 10 11 12 13 14e

EBIT1) margin (%) Roce2) (%)

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Appendix 3 OEM and Supplier Profitability (EBIT Margin), 2001–2014e [%]

(Source: Roland Berger/Lazard 2014)

11.4% 12.4% 15.7% 14.5% 13.3% 15.0% 25.0% 23.2% 14.3% 15.1% 14.6% 13.0%113.6%

2001

1) Aggreated data for 14 European, North American and Asian OEMs (incl. results from financial services business)

2002 2003 2004

3.2

0.0%

3.6 5.1

5.3

5.1

5.4

5.8

6.0

4.7 4.95.8

6.5

2.31.8

5.5

6.5

6.77.0 6.9

4.95.3

~6.0

~7.57.2

2.1

20.9

5.7

Y-o-y change in global light vehicle sales

6.0

2005 2006 2007 2008 2010 2011 2012 2013 2014e

Suppliers DEMs1)

2009

Appendix 4 ZF Revenue in Bn EUR, 2003–2015

(Source: ZF Friedrichshafen AG)

2003

*Including ZF TRW as of May 15, 2015

0

5

10

15

20

25

30

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015*

8.909.90

10.8011.70 12.50 12.50

9.40

12.90

15.50 15.5016.80

18.40

29.15

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Appendix 5 TRW Revenue in Bn USD, 2003–2014

20030

5

10

15

20

25

30

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

11.30 12.00 12.60 13.1014.70 15.00

11.60

14.4016.20 16.40

17.40 17.50

Appendix 6 ZF TRW Automotive Holdings Corp. (NYSE: TRW)

Jul'14 Oct'14 Jan'15 Apr'15

95

100

105

Compare:

May 15 - Close

Range52 weekOpenVol.Mkt capP/E

Div/yieldEPSSharesBetaInst. own

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26.43

-3.99

115.92M-

80%

NYSE real-time data - DisclaimerCurrency in USD

105.46 0.00 (0.00%)

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AddEnter ticker here Dow Jones S&P 500 TOWR AXL SRI SUP USAM more

Jul 03, 2014 May 14, 2015 +16.27 (18.24%)

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NOTES1. ZF Presseinformation: Going Forward

Together: Prospects for the new ZF. 01.07.2015.2. Until the completion of the acquisition of

TRW, ZF and TRW were legally independent companies with separate financial statements – ZF reported according to IFRS, and, until the closing of the acquisition, TRW reported according to US-GAAP.

3. Center for Research and Development. 4. Roland Berger Strategy Consultants

(2014): Global Automotive Supplier Study. Downloaded on 15.04.2015, from http://www.rolandberger.de/media/pdf/Roland _Berger_Global_Automotive_Supplier _Study_20141209.pdf

5. Roland Berger Strategy Consultants (2014): Global Automotive Supplier Study. Downloaded on 15.04.2015, from http://www.rolandberger.de/media/pdf/Roland _Berger_Global_Automotive_Supplier _Study_20141209.pdf

6. Roland Berger Strategy Consultants (2014): Global Automotive Supplier Study. Downloaded on 15.04.2015 from http://www.rolandberger.de/media/pdf/Roland _Berger_Global_Automotive_Supplier _Study_20141209.pdf

7. McKinsey&Company (2016): Automotive Revolution–perspective towards 2030. In: Advanced Industries, January 2016.

8. Zeitschrift Führung + Organisation (zfo): Herausforderungen und Risiken einer Grossakquisition. Juni 2015 (6), S. 400–404.

9. United States Securities and Exchange Commision (SEC): Schedule 14A by TRW Automotive Holdings Corp., S.35.

10. Reuters: Insider – ZF und TRW kommen in Übernahmeverhandlungen voran. 30.09.2014.

11. United States Securities and Exchange Commision (SEC): Schedule 14A by TRW Automotive Holdings Corp.

12. Handelsblatt online: www.handelsblatt .com/unternehmen/industrie/zulieferer -bosch-uebernimmt-zf-lenksysteme /10701612.html, 14.09.2014

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