EQS-News: ZF North America Capital, Inc. announces Tender Offer (deutsch)
ZF North America Capital, Inc. announces Tender Offer
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EQS-News: ZF North America Capital Inc. / Schlagwort(e):
Anleihe/Anleihe
ZF North America Capital, Inc. announces Tender Offer
26.10.2026 / 14:00 CET/CEST
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.
_____________________________________________________________
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
ZF North America Capital, Inc. announces Tender Offer
in respect of its
USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP
No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.:
U98737AF3 / ISIN: USU98737AF34)
(unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG)
ZF Europe Finance B.V. announces Tender Offer
in respect of its
EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN:
XS2010039977), and
EUR 800,000,000 4.750 per cent. notes due 2029 (ISIN:
XS2757520965)
(unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG)
ZF Finance GmbH announces Tender Offer
in respect of its
EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN:
XS2338564870),
EUR 265,000,000 2.250 per cent. notes due 2028 (ISIN:
XS2399851901), and
EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN:
XS2231331260)
(unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG)
October 26, 2026. ZF North America Capital, Inc., ZF Europe
Finance B.V. and ZF Finance GmbH (each an "Offeror", and together
the "Offerors") announce today:
(i) the invitation by ZF North America Capital, Inc. to holders of
its outstanding USD 600,000,000 6.875 per cent. notes due 2028
(Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and
Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (the "2028
USD Notes") issued by ZF North America Capital, Inc. and
unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG to tender these notes for purchase by ZF North America Capital,
Inc. for cash up to the Maximum Acceptance Amount (as defined
below), provided that ZF North America Capital, Inc. will only
accept for purchase up to USD 200 million aggregate principal
amount of 2028 USD Notes (the "2028 USD Notes Cap");
(ii) the invitation by ZF Europe Finance B.V. to holders of its
outstanding EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN:
XS2010039977) (the "2.500% 2027 Notes") and EUR 800,000,000 4.750
per cent. notes due 2029 (ISIN: XS2757520965) (the "4.750% 2029
Notes") issued by ZF Europe Finance B.V. and unconditionally and
irrevocably guaranteed by ZF Friedrichshafen AG to tender these
notes for purchase by ZF Europe Finance B.V. for cash up to the
Maximum Acceptance Amount (as defined below); and
(iii) the invitation by ZF Finance GmbH to holders of its
outstanding EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN:
XS2338564870) (the "2.000% 2027 Notes"), EUR 265,000,000 2.250 per
cent. notes due 2028 (ISIN: XS2399851901) (the "2.250% 2028
Notes") and EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN:
XS2231331260) (the "3.750% 2028 Notes") issued by ZF Finance GmbH
and unconditionally and irrevocably guaranteed by ZF
Friedrichshafen AG to tender these notes for purchase by ZF
Finance GmbH for cash up to the Maximum Acceptance Amount (as
defined below);
(each note under (i), (ii) and (iii) a "Note" and together the
"Notes", each series of the Notes a "Series", and each of the
invitations by the Offerors in respect of a Series under (i), (ii)
and (iii) a "Tender Offer" and together, the "Tender Offers").
The Tender Offers are being made on the terms and subject to the
New Financing Condition (as defined herein), and the other
conditions contained in a tender offer memorandum dated October
26, 2026 (the "Tender Offer Memorandum") prepared by the Offerors
and are subject to the offer restrictions set out below and as
more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender and Information Agent as
set out below. Capitalized terms used in this announcement but not
defined herein have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Tender Offer
The following table sets forth some of the terms of the Tender
Offer:
Priority of Acceptance
Issuer of Notes / Offeror
Title of Security
Maturity Date
CUSIP No./ISIN
Initial Aggregate Principal Amount
Aggregate Principal Amount Outstanding
Tender Offer Consideration(1)
Maximum Acceptance Amount(2)
1 (up to the 2028 USD Notes Cap)
ZF North America Capital, Inc.
6.875% Notes due 2028 (the "2028 USD Notes")
April 14, 2028
98877DAD7 / US98877DAD75 (Rule 144A) and U98737AF3 / USU98737AF34
(Regulation S)
$600,000,000
$600,000,000
101.65%(3)
Up to an amount equal to the aggregate principal amount of New
Notes issued in the concurrent offer by ZF NA, subject to up to
$200 million with respect to the 2028 USD Notes.
2
ZF Finance GmbH
2.250% Notes due 2028 (the "2.250% 2028 Notes")
May 3, 2028
XS2399851901
EUR500,000,000
EUR265,000,000
97.25%(4)
3
ZF Finance GmbH
3.750% Notes due 2028 (the "3.750% 2028 Notes")
September 21, 2028
XS2231331260
EUR750,000,000
EUR750,000,000
99.20%(4)
4
ZF Europe Finance B.V.
4.750% Notes due 2029 (the "4.750% 2029 Notes")
January 31, 2029
XS2757520965
EUR800,000,000
EUR800,000,000
99.80%(4)
5
ZF Finance GmbH
2.000% Notes due 2027 (the "2.000% 2027 Notes")
May 6, 2027
XS2338564870
EUR500,000,000
EUR68,900,000
99.35%(4)
6
ZF Europe Finance B.V.
2.500% Notes due 2027 (the "2.500% 2027 Notes")
October 23, 2027
XS2010039977
EUR600,000,000
EUR167,300,000
98.70%(4)
1. Accrued Interest will be paid in addition to the Tender Offer
Consideration (rounded to the nearest EUR0.01 or $0.01, as
applicable, with EUR0.005 or $0.005 rounded upwards).
2. To determine whether the Maximum Acceptance Amount has been
reached on the Expiration Time, the Offerors will convert the
principal amount of Euro Notes of each series that has been
tendered into U.S. dollars using the applicable exchange
rates, at 5:00 p.m. New York City time at the Expiration Time,
as reported on the Bloomberg screen page "BFIX" (or, if such
screen is unavailable, a generally recognized source for
currency quotations selected by the Dealer Managers with
quotes as of a time as close as reasonably possible).
3. The Tender Offer Consideration for the 2028 USD Notes will
correspond to $1,016.5 for each $1,000 principal amount of
2028 USD Notes validly tendered and accepted for purchase by
ZF NA.
4. The Tender Offer Consideration per Note for each series of
Euro Notes will correspond to a Euro amount equal to the
percentage of the principal amount of each Note validly
tendered and accepted for purchase by ZF Finance or, as
applicable, ZF Europe Finance.
Purpose of the Tender Offer
The purpose of the Tender Offer is to proactively manage ZF
Friedrichshafen AG's and its consolidated subsidiaries' (the
"Group") upcoming debt maturities and extend the Group's debt
maturity profile, in conjunction with the concurrent issuance of
the New Notes (as defined herein) by ZF North America Capital,
Inc., by purchasing up to the Maximum Acceptance Amount of
outstanding Notes, subject, in the case of the 2028 USD Notes, to
the 2028 USD Notes Cap.
Notes purchased by the Offerors pursuant to the Tender Offer are
expected to be cancelled and will not be re-issued or re-sold.
Tender Offer Consideration
Each Offeror, failing whom ZF Friedrichshafen AG (on behalf of ZF
North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance
GmbH, as applicable), will pay the tender offer considerations set
out above in "Summary of the Tender Offer" (each a "Tender Offer
Consideration" and together the "Tender Offer Considerations"), in
each case on the Settlement Date (as defined below).
Accrued Interest
Each Offeror, failing whom ZF Friedrichshafen AG (on behalf of ZF
North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance
GmbH), will pay an amount in cash (rounded to the nearest EUR/USD
0.01, with EUR/USD 0.005 rounded upwards) equal to the Accrued
Interest on the respective Note validly tendered for purchase by a
Holder and accepted by the respective Offeror (the "Accrued
Interest Payment") on the Settlement Date (as defined below).
"Accrued Interest" means interest accrued and unpaid on the
respective Note from (and including) the interest payment date
immediately preceding the Settlement Date to (but excluding) the
Settlement Date, determined in accordance with the terms and
conditions of the respective Note.
Amount subject to the Tender Offer
The Offerors intend to accept validly tendered Notes for purchase
up to the Maximum Acceptance Amount, provided that 2028 USD Notes
will only be accepted up to the 2028 USD Notes Cap, subject to the
New Financing Condition (as defined herein). The "Maximum
Acceptance Amount" will be an aggregate principal amount of Notes
equal to the aggregate principal amount of the New Notes issued
(the principal amount of the Euro Notes being converted into U.S.
dollars at the Expiration Time as described below).
If Notes are validly tendered such that the aggregate principal
amount of Notes tendered exceeds the Maximum Acceptance Amount,
the Offerors will accept for purchase only the Maximum Acceptance
Amount.
In addition, ZF North America Capital, Inc. will accept 2028 USD
Notes only up to the 2028 USD Notes Cap. Tendered Notes of a given
series will not be accepted if the aggregate principal amount of
Notes that shall be accepted for purchase (taking into account the
2028 USD Notes Cap) of all series with a higher priority of
acceptance exceeds the Maximum Acceptance Amount, and tendered
Notes of a given series will be subject to proration if the
aggregate principal amount of tendered Notes of that series, taken
together with the aggregate principal amount of Notes of all
series with a higher priority of acceptance than that series that
shall be accepted (taking into account the 2028 USD Notes Cap),
exceeds the Maximum Acceptance Amount or, in the case of the 2028
USD Notes, the 2028 USD Notes Cap. In no event shall the Offerors
be obligated to purchase an aggregate principal amount of Notes
exceeding the Maximum Acceptance Amount or ZF North America
Capital, Inc. an aggregate principal amount of 2028 USD Notes
exceeding the 2028 USD Notes Cap. The relevant Offerors reserve
the right to increase or decrease the Maximum Acceptance Amount
and/or the 2028 USD Notes Cap in their sole discretion, though
there can be no assurance that they will exercise such right. The
Offerors will announce the Maximum Acceptance Amount following the
pricing of the New Notes.
To determine whether the Maximum Acceptance Amount has been
reached on the Expiration Time, the Offerors will convert the
principal amount of Euro Notes of each series that has been
tendered into U.S. dollars using the applicable exchange rates, at
5:00 p.m. New York City time at the Expiration Time, as reported
on the Bloomberg screen page "BFIX" (or, if such screen is
unavailable, a generally recognized source for currency quotations
selected by the Dealer Managers with quotes as of a time as close
as reasonably possible).
Proration and Scaling Factor
In the event that the aggregate principal amount of Notes validly
tendered at or before the Expiration Time exceeds the Maximum
Acceptance Amount, or, in the case of the 2028 USD Notes, the 2028
USD Notes Cap, proration shall be determined in accordance with
the priority of acceptance and terms set forth in the Tender Offer
Memorandum, and any such proration will be effected by applying
the Scaling Factor as described in "The Terms of the Tender
Offer-Proration and Scaling Factor" of the Tender Offer
Memorandum. If, at the Expiration Time, the aggregate principal
amount of Notes validly tendered is less than the Maximum
Acceptance Amount or, in the case of the 2028 USD Notes, the 2028
USD Notes Cap, the Offerors expect to accept for purchase all
Notes validly tendered at or before the Expiration Time without
proration and in accordance with the priority of acceptance and
terms set forth in the Tender Offer Memorandum. Any proration and
Scaling Factor will be announced on the Results Announcement Date.
Acceptance of Tender Offer
The Offerors are under no obligation to accept for purchase any
Notes tendered pursuant to any Tender Offer. The acceptance for
purchase by the Offerors of Notes tendered pursuant to a Tender
Offer is at the sole and absolute discretion of the Offerors and
tenders may be rejected by the Offerors for any reason.
New Financing Condition
ZF North America Capital, Inc. announced on October 26, 2026 its
intention to issue new USD-denominated senior notes guaranteed by
ZF Friedrichshafen AG (the "New Notes"), subject to market
conditions. Whether the Offerors will accept for purchase any
relevant Notes validly tendered in the Tender Offer is subject to,
and conditional upon, the successful completion (in the sole
determination of the Offerors) of the issue of the New Notes on
terms satisfactory to the Offerors on or prior to the Settlement
Date (the "New Financing Condition").
New Notes Priority
A Holder that validly tenders Notes, or indicates to a Dealer
Manager its firm intention to tender Notes, at or prior to the
pricing date of the New Notes and wishes to subscribe for New
Notes may, at the sole and absolute discretion of ZF North America
Capital, Inc., receive priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Holder
making a separate application for the purchase of New Notes to
such Dealer Manager (in its capacity as an initial purchaser of
the New Notes) in accordance with the standard new issue
procedures of such initial purchaser prior to the pricing of the
New Notes, provided that such application is at the tightest final
new issue pricing of the New Notes. Holders who register their
interest after the pricing date of the New Notes (including up to
the Expiration Time), or who do not tender their Notes at all,
will not be eligible for the New Notes Priority.
Priority of Acceptance
At the Expiration Time, validly tendered Notes will only be
accepted in accordance with the following priority of acceptance:
i. first, any 2028 USD Notes validly tendered and not validly
withdrawn on or before the Expiration Time, only up to the
2028 USD Notes Cap,
ii. second, any 2.250% 2028 Notes validly tendered and not validly
withdrawn on or before the Expiration Time,
iii. third, any 3.750% 2028 Notes validly tendered and not validly
withdrawn on or before the Expiration Time,
iv. fourth, any 4.750% 2029 Notes validly tendered and not validly
withdrawn on or before the Expiration Time,
v. fifth, any 2.000% 2027 Notes validly tendered and not validly
withdrawn on or before the Expiration Time, and
vi. sixth, any 2.500% 2027 Notes validly tendered and not validly
withdrawn on or before the Expiration Time.
Procedure for Tendering Notes
2028 USD Notes
In order to participate in and be eligible to receive the
respective Tender Offer Consideration and the Accrued Interest
Payment pursuant to the relevant Tender Offer, Holders of the 2028
USD Notes must validly tender their 2028 USD Notes for purchase by
delivering, or arranging to have delivered on their behalf, an
agent's message through the automated tender offer program of the
DTC that is received by the Tender and Information Agent by 5:00
p.m. (New York City time) on November 2, 2026, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (the "Expiration Time").
The 2028 USD Notes may only be tendered in minimum principal
amounts of USD 150,000 and integral multiples of USD 1,000
thereafter. See "Procedures for Tendering Notes" in the Tender
Offer Memorandum for further information.
Euro Notes
In order to participate in and be eligible to receive the
respective Tender Offer Consideration and the Accrued Interest
Payment pursuant to the relevant Tender Offer, Holders must
validly tender their Notes for purchase by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender and Information Agent
by the Expiration Time.
Tender Instructions must be submitted in respect of a principal
amount of EUR 100,000 and integral multiples of EUR 100,000
thereafter. See "Procedures for Tendering Notes" in the Tender
Offer Memorandum for further information.
A separate Tender Instruction should be submitted on behalf of
each beneficial owner of Notes.
If the Tender Offer is terminated at any time, the Notes tendered
will be promptly returned to the tendering Holders.
Expected Timetable of Events
The following sets out the expected times and dates of the key
events relating to the Tender Offer. The times and dates below are
indicative only. This timetable is subject to change and the times
and dates may (subject to applicable law) be extended, reopened,
or amended by the respective Offeror, or the Tender Offer
terminated, in each case in accordance with the terms of the
Tender Offer as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from
the timetable below.
Date
Calendar Date and Time
Event
Commencement of the Tender Offer
October 26, 2026.
Commencement and announcement of the Tender Offer on the terms and
subject to the conditions set forth in the Tender Offer
Memorandum. The Tender Offer Memorandum is made available from the
Tender and Information Agent and on the Tender Offer Website.
Pricing of the New Notes
Expected to be prior to the Expiration Time.
The last date and time for the Holders to express their interest
for priority in the allocation of the New Notes. See "The Terms of
the Tender Offer-New Notes Priority."
Announcement of the Maximum Acceptance Amount
As soon as reasonably practicable after the pricing of the New
Notes and on or before the Expiration Time
The announcement of the Maximum Acceptance Amount. See "The Terms
of the Tender Offer-Maximum Acceptance Amount and the 2028 USD
Notes Cap."
Expiration Time
5:00 p.m., New York City time, on November 2, 2026, unless
extended or earlier terminated by the Offerors.
The last date and time for Holders to tender Notes pursuant to the
Tender Offer (subject to such tender being validly received by the
Tender and Information Agent before such time). If a broker,
dealer, bank, custodian, trust company or other nominee or other
Intermediary holds Notes of any Holder, such Intermediary may have
earlier deadlines for accepting the Tender Offer than at or prior
to the Expiration Time. Each Holder should promptly contact its
broker, dealer, bank, custodian, trust company or other nominee
that holds its Notes to determine its deadline or deadlines.
To determine whether the Maximum Acceptance Amount has been
reached on the Expiration Time, the Offerors will convert the
principal amount of Euro Notes of each series that has been
tendered into U.S. dollars using the applicable exchange rates, at
5:00 p.m. New York City time at the Expiration Time, as reported
on the Bloomberg screen page "BFIX" (or, if such screen is
unavailable, a generally recognized source for currency quotations
selected by the Dealer Managers with quotes as of a time as close
as reasonably possible).
Results Announcement Date
On or around November 3, 2026.
The Offerors will announce (i) the principal amount of the
relevant series of Notes accepted for purchase, (ii) whether
conditions to the Tender Offer, including the New Financing
Condition, have been, or are expected to be, satisfied or waived
(as applicable), and (iii) any other results of the Tender Offer,
including any proration and Scaling Factor (as may be applicable)
and the aggregate principal amount of Notes that will remain
outstanding following completion of the Tender Offer.
Settlement Date
The Settlement Date will be the closing date of the New Notes
Offering, assuming the conditions to the Tender Offer (including
the New Financing Condition) have been either satisfied or waived.
The Offerors currently expect the Settlement Date to be on or
about November 4, 2026.
Subject to the satisfaction or waiver of the remaining conditions
to the Tender Offer, the date on which the Holders will be paid
the Tender Offer Consideration plus Accrued Interest, in respect
of all Notes validly tendered and accepted for purchase at or
prior to the Expiration Time. All Notes accepted for purchase,
whether tendered at or prior to, or after, the pricing date of the
New Notes, will also be settled on the Settlement Date.
Holders are advised to check with any bank, securities broker,
custodian or other Intermediary through which they hold Notes when
such Intermediary would require the receipt of instructions from a
Holder in order for that Holder to be able to participate in, or
(in the limited circumstances in which revocation is permitted)
revoke their instruction to participate in, the Tender Offer
before the deadlines specified above. The deadlines set by any
such Intermediary and each Clearing System for the submission of a
Tender Instruction will be earlier than the relevant deadlines
specified above.
Announcements
Unless stated otherwise, announcements in connection with the
Tender Offer will be made by the Offerors by the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Such announcements may also be made by the issue of
a press release to a notifying news service and on the Luxembourg
Stock Exchange website (www.luxse.com). Such announcements may
also be displayed on the Informa IGM Screen Insider service.
Copies of all such announcements, press releases and notices can
also be obtained upon request from the Tender and Information
Agent, the contact details for which are set out below.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Holders are urged to contact the
Tender and Information Agent for the relevant announcements during
the Tender Offer. In addition, Holders may contact the Dealer
Managers for information using the contact details set out below.
Holders are advised to read carefully the Tender Offer Memorandum
for full details of, and information on the procedures for,
participating in any Tender Offer.
Further Information
Questions and requests for assistance in connection with (i) the
Tender Offer may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions may be directed to the Tender and
Information Agent, the contact details for each of which are set
out below:
THE DEALER MANAGERS
BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France
Email: DG.LM-EMEA@bofa.com
Attention: Liability Management Group
Telephone (Europe): +33 1 877 01057
Telephone (U.S. Toll Free): +1 (888) 292-0070
Citigroup Global Markets Europe AG
Börsenplatz 9
60313 Frankfurt am Main
Federal Republic of Germany
Email: liabilitymanagement.europe@citi.com
Attention: Liability Management Group
Telephone: +44 20 7986 8969
Mizuho Bank Europe N.V.
Atrium Amsterdam, 3rd Floor
Strawinskylaan 3053
1077 ZX Amsterdam
The Netherlands
Email: liabilitymanagement@uk.mizuho-sc.com
Attention: Liability Management
Telephone: +34 91 790 7559
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
United States
Email: liabilitymanagement@uk.mizuho-sc.com
Attention: Liability Management Group
Telephones: +1 (212) 205-7741 (collect)
+1 (866) 271-7403
UniCredit Bank GmbH
Arabellastraße 12
81925 München
Federal Republic of Germany
Email: liability.management@unicredit.de
Telephone: +49 89 378 15582
UniCredit Capital Markets LLC
150 East 42nd Street
New York, New York 10017
United States of America
Attention: Liability Management Group
Telephone: +1 212-672-5390
TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: zf@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/zf
Disclaimer
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange
any notes is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offer. If any Holder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offer. None of
the Offerors, the Dealer Managers, the Tender and Information
Agent, or any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Holders should
participate in the Tender Offer.
This announcement does not constitute an offer of securities for
sale in the United States. The securities referred to herein may
not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The offer
and sale of the securities referred to herein has not been and
will not be registered under the Securities Act. There will be no
public offer of the securities in the United States.
Offer and Distribution Restrictions
This announcement, the Tender Offer Memorandum and any related
documents do not constitute an offer to buy or a solicitation or
an invitation to offer to sell Notes in any jurisdiction in which,
or to or from any persons to or from whom, such solicitation or
invitation is unlawful, and invitations for offers to sell will
not be accepted from Holders located or resident in any
jurisdiction in which such solicitation or offer is unlawful. In
those jurisdictions where the securities or other laws require the
Tender Offer to be made by a licensed broker or dealer, any
actions in connection with the Tender Offer shall be deemed to be
made on behalf of the Offerors by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
In addition to the representations referred to below in respect of
the United States, Italy, the United Kingdom, France and Belgium,
each Holder participating in the Tender Offer will also be deemed
to give certain representations in respect of the other
jurisdictions referred to above and generally as set out in the
section of the Tender Offer Memorandum entitled "Procedures for
Tendering Notes." Any tender of Notes for purchase pursuant to the
Tender Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Offerors, the
Dealer Managers and the Tender and Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Offerors
determine (for any reason) that such representation is not
correct, such tender of Notes shall not be accepted.
United States
Each Holder participating in the Tender Offer will represent that
(1) if it is located in the United States, it is either a
"qualified institutional buyer" within the meaning of Rule 144A
under the Securities Act or an institutional "accredited investor"
as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act for informational use solely in connection with their
consideration of the Tender Offer, or (2) if it is located outside
the United States, (i) it is not participating in the Tender Offer
from the United States (including its territories and possessions)
and it is not a U.S. person, or (ii) it is acting on a
non-discretionary basis for a principal located outside the United
States (including its territories and possessions) that is not
giving an offer to participate in the Tender Offer from the United
States (including its territories and possessions) and who is not
a U.S. person.
Italy
None of the Tender Offer, the Tender Offer Memorandum or any other
documents or materials relating to the Tender Offer have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations.
The Tender Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4, of CONSOB Regulation No. 11971 of May 14,
1999, as amended.
Holders or beneficial owners of the Notes may tender their Notes
in the Tender Offer through authorized intermediaries (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
United Kingdom
The communication of the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer are not being
made, and such documents and/or materials have not been approved,
by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is
exempt from the restriction on financial promotions under section
21 of the FSMA on the basis that it is only directed at and may be
communicated to (i) persons who have professional experience in
matters relating to investments, being investment professionals as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order"); (ii) persons who fall within Article 43(2) of the
Financial Promotion Order, including existing members and
creditors of the Offerors; (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Financial Promotion Order;
or (iv) any other persons to whom these documents and/or materials
may lawfully be communicated in accordance with the Financial
Promotion Order.
France
The Tender Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither the Tender
Offer Memorandum nor any other document or material relating to
the Tender Offer has been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) with the exception of individuals,
acting for their own account, all as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Tender
Offer.
Neither the Tender Offer Memorandum nor any other offering
material relating to the Tender Offer has been or will be
submitted for clearance to the Autorité des marchés financiers.
Belgium
The Tender Offer does not constitute a public offering within the
meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Law of
April 1, 2007 on public takeover bids, as amended or replaced from
time to time (the "Belgian Takeover Law"). The Tender Offer is
exclusively conducted under applicable private placement
exemptions and has therefore not been, and will not be, notified
to, and neither the Tender Offer Memorandum nor any other document
or material relating to the Tender Offer has been, or will be,
approved by the Belgian Financial Services and Markets Authority
(Autorité des services et marchés financiers / Autoriteit voor
financiële diensten en markten). Accordingly, the Tender Offer,
the Tender Offer Memorandum, any memorandum, information circular,
brochure or any similar documents relating to the Tender Offer may
not be advertised, offered or distributed, directly or indirectly,
to any person located and/or resident in Belgium other than to
persons who qualify as "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
"Prospectus Regulation"), as referred to in Article 6, §3 of the
Belgian Takeover Law, and who are acting for their own account, or
in other circumstances which do not constitute a public offering
in Belgium pursuant to the Belgian Takeover Law. The Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender
Offer. Accordingly, the information contained in the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
_____________________________________________________________
26.10.2026 CET/CEST Veröffentlichung einer Corporate News,
übermittelt durch EQS News - ein Service der EQS Group.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.
Die EQS Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News und Pressemitteilungen.
Originalinhalt anzeigen:
https://eqs-news.com/?origin_id=1f74f535-d139-11f1-9d22-0a083a71a9
ab=de
_____________________________________________________________
Sprache: Deutsch
Unternehmen: ZF North America Capital Inc.
15811 Centennial Drive
MI 48168 Northville
Vereinigte Staaten von Amerika
E-Mail: investor.relations@zf.com
ISIN: DE000A14J7F8, DE000A14J7G6, US98877DAC92, DE000A14J7F8,
DE000A14J7G6, US98877DAA37 ,
WKN: A14J7F, A14J7G
Börsen: Börse Luxemburg
EQS News ID: 2422194
Ende der Mitteilung EQS News-Service
_____________________________________________________________
2422194 26.10.2026 CET/CEST
°