Schaeffler merges Indian entities

Mumbai, August 30, 2017. The Board of Directors of Schaeffler India Limited (formerly FAG Bearings India Limited), INA Bearings India Private Limited (“INA India”) and LuK India Private Limited (“LuK India”), at their respective meetings held on August 30, 2017 approved the draft Scheme of Amalgamation for the merger of INA India and LuK India into Schaeffler India Limited (the “Scheme”).

Key highlights of the Scheme 

• Schaeffler India Limited will issue 10 equity shares to shareholders of INA India, for every 65 equity shares held.

• Schaeffler India Limited will issue 10 equity shares to shareholders of LuK India, for every 35 equity shares held.

• Schaeffler India Limited will issue 14.64 million new equity shares, thereby increasing its outstanding equity shares to 31.26 million.

• Promoter group currently holds 51.33% stake in Schaeffler India Limited and 100% stake in both INA India and LuK India; shareholding of Promoter group post-merger, will be 74.13%.

Transaction rationale 

• Creating a leading Indian Automotive and Industrial supplier with about INR 35.7 billion in revenues and nearly 3,000 employees

• Establishing a diversified product offering across the high growth Automotive and Industrial segments

• Realizing revenue and cost synergies by bundling the product offerings, leveraging distribution networks and reducing overhead costs

• Higher growth and margin expansion to create value for all stakeholders

The key objective of this merger is to combine the strengths and competencies of all three Schaeffler entities in India and establish one strong listed Schaeffler entity in India in line with Schaeffler Group’s strategy “Mobility for tomorrow”. On a proforma basis (For 12 months ending Dec 31, 2016) the new entity will have INR 35.7 billion revenue, 4 plants, one R&D center and nearly 3,000 employees.

“I am very pleased that the Board of Directors of Schaeffler India Limited, INA Bearings India Private Limited and LuK India Private Limited have given their approval to merge the three companies. This is an important milestone towards creating a single Schaeffler entity in India and increasing long term value for all stakeholders”, said Mr. Klaus Rosenfeld, CEO Schaeffler AG. “This raises the corporate profile and presence of Schaeffler in India and creates an umbrella brand over three key product brands LuK, INA and FAG.”

Mr. Dharmesh Arora, Managing Director and CEO of Schaeffler India said “Schaeffler has operated in India for more than 50 years, growing from a bearing manufacturer to an Automotive and Industrial supplier. The merger will strengthen our position, leveraging our superior technology, quality and innovation to deliver superior solutions to our customers.”

The merger is subject to shareholders and regulatory approvals (including stock exchanges, SEBI and NCLT) and the entire process is expected to take approximately 12 months, in the ordinary course.

About Schaeffler India Limited (formerly FAG Bearings India Limited) 

Schaeffler India was established at Vadodara, Gujarat in 1962. With sales of INR 18.1 billion in 2016 and 1,525 employees, it is amongst India’s leading manufacturers of Ball and Roller Bearings. The Company’s plants are rated among the Schaeffler Group’s most technologically advanced facilities and have global qualifications in terms of quality and productivity. Its bearings are highly preferred in domestic as well as various global markets that find wide ranging applications from electric motors to wind mills, motorcycles to mining, tractors to textile machines, and from paper to steel mills. In addition, the comprehensive services portfolio helps customers to maximize plant availability, prevent unforeseen machine downtimes and reduce maintenance cost. Schaeffler India’s trained technicians provide to customer a comprehensive range of equipment and services for the mounting and maintenance of rolling bearings.

About INA Bearings India Private Limited

INA India was incorporated on September 23, 1997 as a private limited company and is engaged in the business of rolling bearings for automotive and industrial applications, precision parts for automotive engine, transmission and chassis systems. As a supplier of innovative products, INA provides solutions like valve train systems, belt and chain drive systems, transmission synchronizer systems etc. that help improve fuel efficiency, reduce emissions and make powertrains more efficient. With a very wide customer base ranging from Industrial to Automotive customers, including two wheelers INA is synonym with efficiency and powertrain technology. It operates a manufacturing plant including a development center from Talegaon, close to Pune

About LUK India Private Limited

LuK India was incorporated on March 22, 1995 as a private limited company and is engaged in the business of manufacturing and supply of high quality innovative products such as clutch systems and transmission automation solutions. Located in South India at Hosur in the state of Tamil Nadu, LuK India has strong local product engineering capabilities with access to technology, expertise, and management system of the Schaeffler Group. Innovative products from LuK like Hydraulic Clutch Release system, dual mass flywheel and dampners enable better driving and comfort making LuK a preferred supplier for passenger cars, SUVs, trucks and tractors. The brand has a strong presence in automotive aftermarket through a vast network of distributors and dealers.

About Schaeffler Group

The Schaeffler Group is a global automotive and industrial supplier. Top quality, outstanding technology and exceptionally innovative spirit form the basis for the continued success of the company. By delivering high precision components and systems in engine, transmission, and chassis applications as well as rolling and plain bearing solutions for a large number of industrial applications, the Schaeffler Group is already shaping “Mobility for tomorrow”. The technology company generated sales of approximately EUR 13.3 billion in 2016. With around 86,600 employees, Schaeffler is one of the world’s largest family-controlled companies and, with approximately 170 locations in over 50 countries, has a worldwide network of manufacturing locations, research and development facilities, and sales companies.