TRW Automotive Stockholders Approve Acquisition by ZF Friedrichshafen

ZF Friedrichshafen AG ("ZF") and TRW Automotive Holdings Corp. (NYSE: TRW) announced that they welcomed the decision by the stockholders of TRW to approve the acquisition of TRW by ZF. At a special meeting of TRW's stockholders, stockholders representing 79% of TRW's shares outstanding voted in favor of adopting the proposed merger agreement. Overall, 81% of TRW's stockholders participated in the vote. "The approval is a milestone in the acquisition process of TRW," said Stefan Sommer, Chief Executive Officer of ZF. "We are very glad that the TRW stockholders have supported our plans with such a clear majority. This adds to the positive feedback we have received from customers and employees of both companies." John C. Plant, Chairman and CEO of TRW, said: "We are pleased that the TRW stockholders have approved the transaction, which provides significant benefits for our stockholders who will receive full and certain value for their shares, as well as for our employees, customers and communities, all of which will reap the benefits of being part of larger, more diversified organization that is well positioned to serve the automotive industry."

Under the terms of the merger agreement, ZF will acquire TRW in an all-cash transaction valued at approximately US$ 12.4 billion based on equity value. TRW stockholders will receive US$ 105.60 in cash for each share of TRW stock. On November 14, 2014, ZF and TRW received notice from the Committee on Foreign Investment in the United States ("CFIUS") that CFIUS had concluded its review of the transaction and determined that there are no unresolved national security concerns with respect to the proposed acquisition by ZF of TRW.  The transaction remains subject to further customary closing conditions, including antitrust clearances. ZF and TRW continue to expect the transaction to be completed in the first half of calendar year 2015.