On May 7, 2019, WABCO Holdings Inc., a Delaware corporation (the Company), issued a press release announcing that it had established a record date
as of the close of business on May 17, 2019, and a special meeting date of June 27, 2019, for a meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the previously announced Agreement and Plan of
Merger, as it may be amended from time to time, dated as of March 28, 2019, by and among the Company, ZF Friedrichshafen AG (ZF) and Verona Merger Sub Corp., a wholly owned subsidiary of ZF, pursuant to which ZF will acquire all
outstanding shares of the Company for $136.50 per share in an
all-cash
transaction.
A copy of the press release
is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed merger, the Company intends to file relevant materials with the Securities and Exchange Commission (the SEC).
Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger.
STOCKHOLDERS
ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION
. The proxy statement and other relevant materials (when available), and any and all documents filed by the Company with the SEC, may be obtained for free at the SECs website at www.sec.gov. In addition, stockholders may obtain
free copies of the documents filed with the SEC by the Company via the Companys Investor Relations section of its website at www.wabco-auto.com or by contacting Sean Deason, Chief Financial Officer and Controller, at Telephone: (248)
270-9287,
Email: investorrelations@wabco-auto.com.
Participants in the Merger Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Companys stockholders in connection with the
proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Companys proxy
statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2019, and its Annual Report on Form
10-K
for the fiscal year ended December 31, 2018, which was filed
with the SEC on February 15, 2019. These documents may be obtained for free at the SECs website at www.sec.gov, and via the Companys Investor Relations section of its website at www.wabco-auto.com.