TRW Automotive Receives European Commission Approval to Proceed with Dalphimetal Acquisition; Transaction Expected to Close During Fourth Quarter 2005
LIVONIA, Mich., Oct. 12, 2005 -- TRW Automotive Holdings Corp. today announced that the European Commission ("EC") has cleared its proposed acquisition of a majority stake in Dalphi Metal Espana, S.A. ("Dalphimetal"), a European based manufacturer of airbags and steering wheels. The EC has approved the transaction under European Union merger regulations, which protect competition within the European economic area.
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In September, TRW announced that it had reached agreement with the founding members of Dalphimetal to purchase a 68.4% stake in the company for euro 113 million, or approximately $137 million, plus the assumption of debt totaling euro 84 million or approximately $103 million. TRW expects to complete the transaction during the fourth quarter of 2005.
About TRW
With 2004 sales of $12.0 billion, TRW Automotive ranks among the world's leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, employs approximately 60,000 people in 24 countries. TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services. All references to "TRW Automotive," "TRW" or the "Company" in this press release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated. TRW Automotive news is available on the Internet at http://www.trwauto.com/ .
Forward-Looking Statements
This release contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those contained in forward-looking statements made in this release. Such risks, uncertainties and other important factors which could cause our actual results to differ materially from those contained in our forward-looking statements are set forth in our Report on Form 10-K for the fiscal year ended December 31, 2004 (the "10-K") and our Report on Form 10-Q for the quarters ended April 1 and July 1, 2005, and include: our ability to successfully integrate Dalphimetal's operations into the Company; our ability to keep Dalphimetal's customer base after the acquisition; possible production cuts by our customers; escalating pricing pressures from our customers; severe inflationary pressures impacting the market for ferrous metals and other commodities; non-performance by, or insolvency of, our suppliers and customers; our substantial leverage; interest rate risk arising from our variable rate indebtedness; the highly competitive automotive parts industry and its cyclicality; product liability and warranty and recall claims; our dependence on our largest customers; loss of market share by domestic vehicle manufacturers; limitations on flexibility in operating our business contained in our debt agreements; fluctuations in foreign exchange rates; the possibility that our owners' interests will conflict with ours; work stoppages or other labor issues and other risks and uncertainties set forth under "Risk Factors" in the 10-K and in our other SEC filings. We do not intend or assume any obligation to update any of these forward-looking statements.
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