DGAP-Ad-hoc: HELLA GmbH & Co. KGaA: Signing of Business Combination Agreement with Faurecia S.E. following 60%-share package purchase; public takeover offer announced at EUR 60.00 per share

Publication of insider information HELLA GmbH & Co. KGaA:
HELLA GmbH & Co. KGaA: Signing of Business Combination Agreement with Faurecia S.E. following 60%-share package purchase; public takeover offer announced at EUR 60.00 per share

- HELLA pool shareholders and Faurecia S.E. agree on sale of 60%-package of shares to Faurecia S.E., subject to regulatory approvals

- HELLA and Faurecia S.E. sign Business Combination Agreement

- Faurecia S.E. announces voluntary public takeover offer at a price of EUR 60.00 per HELLA share (gross offer price of EUR 60.96 including the expected dividend of EUR 0.96 per HELLA share)

Lippstadt, 14 August 2021. HELLA GmbH & Co. KGaA ("HELLA" or the "Company") and the Faurecia S.E. ("Faurecia") today signed an agreement on the combination of the two companies ("Business Combination Agreement"). The shareholders' committee of HELLA has approved the conclusion of the agreement.

The signing of the Business Combination Agreement follows the conclusion of a bidding process initiated by the so-called pool shareholders of the Company and conducted with the support of the Company in a structured manner. In the course of this process, the pool shareholders held talks with various potential investors. These discussions resulted today in the conclusion of a share purchase agreement with Faurecia. The pool shareholders are a group of family-related shareholders who have subjected a total of 60% of all HELLA shares to a so-called pool agreement ("Pool Shares"). The Share Purchase Agreement between the Pool Shareholders and Faurecia relates to all Pool Shares.

The Business Combination Agreement between HELLA and Faurecia contains, among other things, long-term agreements regarding corporate strategy, the appropriate financing, the future structure of corporate governance, the interests of the employees as well as the continuation of the Lippstadt site as a major centre with operational management, certain central functions and research and development units after the acquisition of the share package by Faurecia..

In a next step, Faurecia plans to publish a voluntary public takeover offer to acquire all shares in HELLA. The offer will be made by Faurecia Participations GmbH, a wholly-owned subsidiary of Faurecia. The gross offer price will amount to EUR 60.96 per HELLA share; this corresponds to the share purchase price agreed with the pool shareholders and a total value of all HELLA shares of approximately EUR 6.8bn. The dividend paid after the Annual General Meeting of the Company scheduled for 30 September 2021 will be deducted from this amount. The management is expected to propose a dividend of EUR 0.96 per HELLA share to the Annual General Meeting. HELLA's management welcomes and, subject to the review of the offer document to be published by the Bidder, supports the takeover offer. The supervisory board has noted with approval the conclusion of the Business Combination Agreement.

The offer document is expected to be published by Faurecia Participations GmbH in accordance with the requirements of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) by mid/end September. The management and the supervisory board of HELLA will carefully review the offer document and issue a reasoned statement in accordance with section 27 WpÜG. From today's perspective, the company assumes that both bodies will recommend the acceptance of the offer to the shareholders.

The offer document and other notifications relating to the offer will be made available on the internet at www.faurecia-offer.com. The exact deadline for acceptance of the offer will also be published there.

The closing of the transaction is subject to various regulatory approvals and is expected at the beginning of 2022.