The INA-Holding Schaeffler KG and FAG Kugelfischer Georg Sch'fer Aktiengesellschaft reached an agreement regarding INA's public tender offer last week. The main points are an increase in the offer price of about 10% from 11 Euro to 12 Euro per share as well as an agreement regarding the continuing operations of and safeguarding the interests of FAG.
Headquartered in Schweinfurt, Germany, FAG will remain the management company for the FAG activities within the INA Group. FAG and INA will create an integration committee manned by the CEOs and CFOs of both companies to work out the best solutions for the integration of the two companies.
The agreement includes the following:
INA and FAG jointly intend to continue with the existing FAG strategy, especially with the positioning and growth of FAG in premium and niche segments.
INA welcomes the FAG alliance with NTN Corporation of Osaka, Japan and in principal is prepared to continue this alliance.
Headquartered in Schweinfurt, Germany, FAG will remain the management company for the FAG activities within the INA Group, with the necessary functions and personnel and with continued co-determination of the employees in Schweinfurt.
It is the mutual opinion of INA and FAG that the composition of the management board of FAG will not be changed by INA.
INA will respect existing agreements and contracts between FAG and its employees, works council, and unions. INA will execute an agreement to this purpose with the responsible FAG works council.
The company name 'FAG Kugelfischer Georg Schaefer Aktiengesellschaft' and the brand name 'FAG' will be retained.
INA confirms that FAG and its activities will remain in tact. Disposal of FAG activities, aside from those which have already been announced or are planned by the FAG Board, will not occur.
The Management Board of FAG agrees, subject to the approval of the Supervisory Board, to support INA in the pursuit of achieving domination and profit and loss agreements and recommend the approval of the agreements by the AGM.
FAG agrees not to pursue any activities, especially capital-related measures, which would negatively impact the integration of INA and FAG.