WBC Wabco Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 29, 2020 (May 25, 2020)

Registrant’s telephone number, including area code: +41-315-813-300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

On May 29, 2020 (the “Closing Date”), ZF Friedrichshafen AG (“ZF”), a stock corporation organized and existing under the laws of the Federal Republic of Germany, completed the acquisition of WABCO Holdings Inc. (“WABCO” or the “Company”) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of March 28, 2019 (the “Merger Agreement”), by and among WABCO, ZF and Verona Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ZF (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into WABCO, with WABCO surviving the merger as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of ZF (the “Merger”).

At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each share of WABCO’s common stock, par value $0.01 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time (other than the shares of Common Stock held in treasury by WABCO), were converted automatically into the right to receive $136.50 in cash, without interest (the “Merger Consideration”).

Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company equity award (whether or not vested) was (in respect of each share of Common Stock underlying such equity award) cancelled and converted into the right to receive (i) with respect to each stock option, an amount in cash equal to the excess of the Merger Consideration over the applicable per share exercise price, (ii) with respect to each restricted stock unit and deferred stock unit, an amount in cash equal to the Merger Consideration and (iii) with respect to each performance stock unit (determined assuming achievement of the applicable performance metrics at the target level of performance), an amount in cash equal to the Merger Consideration. In addition, subject to certain exceptions, each outstanding Company cash incentive award (including annual incentive plan and long-term incentive plan awards) was cancelled and converted into the right to receive an amount in cash based on actual performance levels as of the Effective Time and projected for the remainder of the applicable performance period, subject to proration for the elapsed portion of the performance period prior to the Effective Time.

The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to WABCO’s Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2019 and which is incorporated herein by reference.

“Negotiation Period”), the Borrower and a Schuldschein Lender have not agreed to continue their respective Schuldschein Loan, and such Schuldschein Lender demands repayment within a ten business day period following the Negotiation Period, then the Borrower shall be obligated to prepay such Schuldschein Loan, in accordance with its terms, at the immediately following interest payment date.