- Terry Campbell to become President & Chief Executive Officer and Alexander De Bock to become Chief Financial Officer of the combined group
- TI Fluid Systems' current President & Chief Executive Officer, Hans Dieltjens, to step down following completion of the acquisition
- ABC Technologies' acquisition of TI Fluid Systems remains on track to complete during the first half of the year
TORONTO and AUBURN HILLS, Mich., Feb. 19, 2025 /PRNewswire/ -- ABC Technologies (ABC) and TI Fluid Systems (TIFS) announce two key leadership appointments that will take effect following the completion of ABC's acquisition of TIFS. Terry Campbell, currently President & Chief Executive Officer (CEO) of ABC Technologies (ABC), and Alexander De Bock, currently Chief Financial Officer (CFO) of TIFS, will be appointed President & CEO and CFO respectively of the combined group.
Terry Campbell became President & CEO of ABC in 2022, having previously held senior leadership roles at Johnson Controls, Magna International and The Woodbridge Group. With over thirty years' experience in the global automotive sector, he brings a customer-centric approach and considerable expertise in operational excellence and product innovation.
Alexander De Bock was appointed CFO of TIFS in 2023, having spent over 15 years in the industry, including in finance leadership roles at WABCO and ZF Group. Since joining TIFS, Alexander has played an instrumental role in driving financial performance in a dynamic environment, enhancing capital allocation and improving shareholder returns.
Speaking about his appointment, Mr. Campbell said: "Leading the combined ABC and TIFS group as its CEO is a tremendous privilege. I am looking forward to working with Alexander and the global executive leadership team to build on TI Fluid Systems' strengths and deliver the benefits of the combination. As a larger, diversified business with a broad range of products and an expanded geographic footprint, we will be extremely well positioned to navigate the transition to electrification, deliver value for customers and achieve sustainable growth."
Following completion of the acquisition by ABC, Hans Dieltjens will step down from his current role as President & CEO and Director of TIFS. Mr Dieltjens was appointed President & CEO in 2021, following 25 years in leadership positions across the business. TIFS thanks him for his considerable contribution and strong leadership, which has paved the way for future success.
Hans Dieltjens said: "It has been an honor to have had the opportunity to lead TI Fluid Systems and I am incredibly proud of all that we have achieved. Our people are some of the most talented, passionate and forward-thinking in our industry. Together, we have positioned the TIFS group for a successful future and I am confident that the business will continue to thrive and grow together with ABC."
The Board of TIFS announced the terms and conditions of a recommended all cash offer from ABC Technologies Acquisitions Limited ("Bidco") of the entire issued, and to be issued, ordinary share capital of TI Fluid Systems (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The Acquisition was approved by TIFS shareholders on 5 February 2025 and is expected to complete in the first half of this year, following receipt of remaining regulatory and judicial clearances. TI Fluid Systems will give notice of the anticipated completion timetable by issuing an announcement through a Regulatory Information Service and by making such announcement available on TI Fluid Systems' website at https://tifluidsystems.com/.
TIFS is a market-leading business, renowned for its exceptional people, innovative products and blue-chip customer base. The combination with ABC will bring together two strategically complementary businesses to create a larger, more diversified group, better positioned to navigate the transition to electrification and deliver sustainable, long-term growth.
About ABC Technologies
ABC Technologies is a leading global manufacturer and supplier of custom, highly engineered, technical plastics, and light-weight innovations to the North American light vehicle industry. Serving more than 25 major original equipment manufacturer customers in 8 countries, the Company is strategically placed to offer vertically integrated product and process solutions through a skilled workforce of over 11,000 team members. ABC Technologies is majority owned by certain of the affiliated funds of Apollo Global Management, Inc. and its subsidiaries with funds managed by Oaktree Capital Management, L.P. owning a minority equity interest in ABC Technologies. Additional information about the Company can be found at www.abctechnologies.com.
About TI Fluid Systems
TI Fluid Systems is a global innovator of thermal and fluid systems solutions for the full range of current and developing vehicle architectures. Serving all major automotive manufacturers, with more than 100 years of automotive supply experience; TI Fluid Systems operates across 26 countries with a commitment to improving efficiency, performance and sustainability worldwide.
Press information
ABC Technologies
Thomas.Hajkus@abctech.com
Tel: + 1 248-648-0173
FGS Global (PR Adviser to ABC Technologies)
Rory King
ABCTech-UK@fgsglobal.com
Tel: + 44 (0) 20 7251 3801
TI Fluid Systems
Kellie McAvoy
Investor Relations
kmcavoy@tifs.com
Tel: + 44 7354 846374
Headland Consultancy (PR Advisor to TI Fluid Systems)
Matthew Denham / Chloe Francklin
Tel: + 44 7354 846374
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of TI Fluid Systems in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the scheme document published in respect of the Acquisition (or, if the Acquisition is implemented by way of a contractual offer, the offer document), which will contain the full terms and conditions of the Acquisition,
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and TI Fluid Systems contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and TI Fluid Systems about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and TI Fluid Systems (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, TI Fluid Systems', any member of the Bidco Group or any member of the TI Fluid Systems Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, TI Fluid Systems', any member of the Bidco Group or any member of the TI Fluid Systems Group's business.
Although Bidco and TI Fluid Systems believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and TI Fluid Systems can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and TI Fluid Systems operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and TI Fluid Systems operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor TI Fluid Systems, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the TI Fluid Systems Group, there may be additional changes to the TI Fluid Systems Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor TI Fluid Systems is under any obligation, and Bidco and TI Fluid Systems expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on TI Fluid Systems' website at https://tifluidsystems.com/ by no later than 12.00 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of such website nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, TI Fluid Systems Shareholders, persons with information rights and participants in TI Fluid Systems Share Schemes may request a hard copy of this announcement, free of charge, by contacting TI Fluid Systems' registrar, Equiniti Limited, either in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or by calling +44 (0) 371 384 2050. Calls outside the U.K. will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
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