Key Leadership Appointments for Combined Group
19/02/2025 12:00
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RNS Number : 7214X TI Fluid Systems PLC 19 February 2025
KEY LEADERSHIP APPOINTMENTS ANNOUNCED FOR COMBINED
ABC TECHNOLOGIES & TI FLUID SYSTEMS GROUP
· 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, CANADA and AUBURN HILLS, MICHIGAN, USA (19 February 2025) - 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 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
(http://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 (mailto:Thomas.Hajkus@abctech.com)
Tel: + 1 248-648-0173
FGS Global (PR Adviser to ABC Technologies)
Rory King
ABCTech-UK@fgsglobal.com (mailto: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
tifluidsystems@headlandconsultancy.com
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/
(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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