EQS-News: ZF Europe Finance B.V. hereby announce the results of the Tender Offer. (deutsch)

ZF Europe Finance B.V. hereby announce the results of the Tender Offer.

   EQS-News: ZF Europe Finance B.V. / Schlagwort(e): Anleihe/Anleihe
   ZF Europe Finance B.V. hereby announce the results of the Tender
   Offer.
   03.11.2026 / 15:00 CET/CEST
   Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
   verantwortlich.
     _____________________________________________________________



      NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
   RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
   THIS ANNOUNCEMENT.






   ZF North America Capital, Inc.



   in respect of its



   $600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.:
   98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.:
   U98737AF3 / ISIN: USU98737AF34)



   (unconditionally and irrevocably guaranteed by ZF Friedrichshafen
   AG)




   ZF Europe Finance B.V.



   in respect of its



   EUR167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977),
   and



   EUR800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965)



   (unconditionally and irrevocably guaranteed by ZF Friedrichshafen
   AG)




   ZF Finance GmbH



   in respect of its



   EUR68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870),



   EUR265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901),
   and



   EUR750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260)



   (unconditionally and irrevocably guaranteed by ZF Friedrichshafen
   AG)




   hereby announce the results of the Tender Offer.




   November 3, 2026. ZF North America Capital, Inc., ZF Europe
   Finance B.V. and ZF Finance GmbH (each an "Offeror", and together
   the "Offerors") announce today the results for:



   (i) the invitation by ZF North America Capital, Inc. to holders of
   its outstanding $600,000,000 6.875 per cent. notes due 2028 (Rule
   144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S
   CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (the "2028 USD Notes")
   issued by ZF North America Capital, Inc. and unconditionally and
   irrevocably guaranteed by ZF Friedrichshafen AG to tender these
   notes for purchase by ZF North America Capital, Inc. for cash up
   to the Maximum Acceptance Amount (as defined below), provided that
   ZF North America Capital, Inc. will only accept for purchase up to
   $200,000,000 aggregate principal amount of 2028 USD Notes (the
   "2028 USD Notes Cap");



   (ii) the invitation by ZF Europe Finance B.V. to holders of its
   outstanding EUR167,300,000 2.500 per cent. notes due 2027 (ISIN:
   XS2010039977) (the "2.500% 2027 Notes") and EUR800,000,000 4.750 per
   cent. notes due 2029 (ISIN: XS2757520965) (the "4.750% 2029
   Notes") issued by ZF Europe Finance B.V. and unconditionally and
   irrevocably guaranteed by ZF Friedrichshafen AG to tender these
   notes for purchase by ZF Europe Finance B.V. for cash up to the
   Maximum Acceptance Amount (as defined below); and



   (iii) the invitation by ZF Finance GmbH to holders of its
   outstanding EUR68,900,000 2.000 per cent. notes due 2027 (ISIN:
   XS2338564870) (the "2.000% 2027 Notes"), EUR265,000,000 2.250 per
   cent. notes due 2028 (ISIN: XS2399851901) (the "2.250% 2028
   Notes") and EUR750,000,000 3.750 per cent. notes due 2028 (ISIN:
   XS2231331260) (the "3.750% 2028 Notes") issued by ZF Finance GmbH
   and unconditionally and irrevocably guaranteed by ZF
   Friedrichshafen AG to tender these notes for purchase by ZF
   Finance GmbH for cash up to the Maximum Acceptance Amount (as
   defined below);



   This notice is for information purposes only and should be read in
   conjunction with the tender offer memorandum dated October 26,
   2026 (the "Tender Offer Memorandum") prepared by the Offerors.
   Capitalized terms used in this notice but not defined herein have
   the meanings given to them in the Tender Offer Memorandum.



   The Offerors have accepted tenders in the principal amounts set
   out in the table below:



   Priority of Acceptance





   Issuer of Notes / Offeror



   Title of Security






   CUSIP No. / ISIN



   Tender Offer Consideration(1)



   Principal amount of Notes validly tendered







   Principal amount of Notes accepted



   Scaling Factor



   Outstanding principal amount of Notes following Settlement of the
   Tender Offer



   1 (up to the 2028 USD Notes Cap)



   ZF North America Capital, Inc.



   6.875% Notes due 2028



   98877DAD7 / US98877DAD75 (Rule 144A) and U98737AF3 / USU98737AF34
   (Regulation S)




   101.65%(2)



   $495,858,000



   $200,000,000



   32.7705%



   $400,000,000



   2



   ZF Finance GmbH



   2.250% Notes due 2028



   XS2399851901



   97.25%(3)



   EUR135,400,000



   EUR135,400,000



   n/a



   EUR129,600,000



   3



   ZF Finance GmbH



   3.750% Notes due 2028



   XS2231331260



   99.20%(3)



   EUR457,600,000




   EUR401,300,000




   90.9100%



   EUR348,700,000




   4



   ZF Europe Finance B.V.



   4.750% Notes due 2029



   XS2757520965



   99.80%(3)



   EUR329,500,000



   EUR0



   n/a



   EUR800,000,000



   5



   ZF Finance GmbH



   2.000% Notes due 2027



   XS2338564870




   99.35%(3)



   EUR19,100,000



   EUR0



   n/a



   EUR68,900,000



   6




   ZF Europe Finance B.V.



   2.500% Notes due 2027



   XS2010039977



   98.70%(3)



   EUR28,800,000



   EUR0



   n/a



   EUR167,300,000
    1. Accrued interest will be paid in addition to the Tender Offer
       Consideration (rounded to the nearest EUR0.01 or $0.01, as
       applicable, with EUR0.005 or $0.005 rounded upwards) on the
       respective Note from (and including) the interest payment date
       immediately preceding the Settlement Date to (but excluding)
       the Settlement Date, determined in accordance with the terms
       and conditions of the respective Note.
    2. The Tender Offer Consideration for the 2028 USD Notes will
       correspond to $1,016.5 for each $1,000 principal amount of
       2028 USD Notes validly tendered and accepted for purchase by
       ZF North America Capital, Inc.
    3. The Tender Offer Consideration per Note for each series of
       Euro Notes will correspond to a euro amount equal to the
       percentage of the principal amount of each Note validly
       tendered and accepted for purchase by ZF Finance GmbH.



   The Maximum Acceptance Amount is $800,449,226, subject to the 2028
   USD Notes Cap of $200,000,000 with respect to the 2028 USD Notes.
   To determine whether the Maximum Acceptance Amount has been
   reached on the Expiration Time, the Offerors converted the
   principal amount of Euro Notes of each series that has been
   tendered into U.S. dollars using the EUR/$ exchange rate of
   $1.11878.



   ZF North America Capital, Inc. announces that the issue of the New
   Notes was successfully completed on November 2, 2026 and that the
   New Financing Condition has accordingly been satisfied.



   The Tender Offer commenced on October 26, 2026 and expired at 5:00
   p.m. (New York City time) on November 2, 2026. Settlement is
   expected to take place on November 4, 2026.



   Questions and requests for assistance in connection with the
   Tender Offer may be directed to the Dealer Managers, the contact
   details for each of which are set out below:



   THE DEALER MANAGERS



   BofA Securities Europe SA
   51 rue La Boétie
   75008 Paris



   France



   Email: [e-mail]



   Attention: Liability Management Group
   Telephone (Europe): [phone]



   Telephone (U.S. Toll Free): [phone]



   Citigroup Global Markets Europe AG



   Börsenplatz 9



   60313 Frankfurt am Main



   Federal Republic of Germany



   Email: [e-mail]



   Attention: Liability Management Group



   Telephone: [phone]




   Mizuho Bank Europe N.V.
   Atrium Amsterdam, 3rd Floor



   Strawinskylaan 3053



   1077 ZX Amsterdam



   The Netherlands



   Email: [e-mail]



   Attention: Liability Management
   Telephone: [phone]



   Mizuho Securities USA LLC
   1271 Avenue of the Americas
   New York, New York 10020



   United States



   Email: [e-mail]



   Attention: Liability Management Group
   Telephones: [phone] (collect)



          [phone]




   UniCredit Bank GmbH



   Arabellastraße 12



   81925 München



   Federal Republic of Germany



   Email: [e-mail]



   Telephone: [phone]



   UniCredit Capital Markets LLC



   150 East 42nd Street



   New York, New York 10017



   United States of America



   Attention: Liability Management Group



   Telephone: [phone]





   TENDER AND INFORMATION AGENT



   Kroll Issuer Services Limited



   The News Building



   3 London Bridge Street



   London SE1 9SG



   United Kingdom



   Telephone: [phone]



   Attention: Owen Morris



   Email: [e-mail]



   Tender Offer Website: https://deals.is.kroll.com/zf





   Disclaimer



   This announcement must be read in conjunction with the Tender
   Offer Memorandum. No offer or invitation to acquire or exchange
   any notes is being made pursuant to this announcement. This
   announcement and the Tender Offer Memorandum contain important
   information, which must be read carefully before any decision is
   made with respect to the Tender Offer. If any Holder is in any
   doubt as to the action it should take, it is recommended to seek
   its own legal, tax and financial advice, including as to any tax
   consequences, from its stockbroker, bank manager, solicitor,
   accountant or other independent financial adviser. Any individual
   or company whose Notes are held on its behalf by a broker, dealer,
   bank, custodian, trust company or other nominee must contact such
   entity if it wishes to participate in the Tender Offer. None of
   the Offerors, the Dealer Managers, the Tender and Information
   Agent, or any person who controls, or is a director, officer,
   employee or agent of such persons, or any affiliate of such
   persons, makes any recommendation as to whether Holders should
   participate in the Tender Offer.



   This announcement does not constitute an offer of securities for
   sale in the United States. The securities referred to herein may
   not be offered or sold in the United States absent registration
   under the U.S. Securities Act of 1933, as amended (the "Securities
   Act") or another exemption from, or in a transaction not subject
   to, the registration requirements of the Securities Act. The offer
   and sale of the securities referred to herein has not been and
   will not be registered under the Securities Act. There will be no
   public offer of the securities in the United States.



   Offer and Distribution Restrictions



   This announcement, the Tender Offer Memorandum and any related
   documents do not constitute an offer to buy or a solicitation or
   an invitation to offer to sell Notes in any jurisdiction in which,
   or to or from any persons to or from whom, such solicitation or
   invitation is unlawful, and invitations for offers to sell will
   not be accepted from Holders located or resident in any
   jurisdiction in which such solicitation or offer is unlawful. In
   those jurisdictions where the securities or other laws require the
   Tender Offer to be made by a licensed broker or dealer, any
   actions in connection with the Tender Offer shall be deemed to be
   made on behalf of the Offerors by one or more registered brokers
   or dealers licensed under the laws of such jurisdiction.



   In addition to the representations referred to below in respect of
   the United States, Italy, the United Kingdom, France and Belgium,
   each Holder participating in the Tender Offer will also be deemed
   to give certain representations in respect of the other
   jurisdictions referred to above and generally as set out in the
   section of the Tender Offer Memorandum entitled "Procedures for
   Tendering Notes." Any tender of Notes for purchase pursuant to the
   Tender Offer from a Holder that is unable to make these
   representations will not be accepted. Each of the Offerors, the
   Dealer Managers and the Tender and Information Agent reserves the
   right, in its absolute discretion, to investigate, in relation to
   any tender of Notes for purchase pursuant to the Tender Offer,
   whether any such representation given by a Holder is correct and,
   if such investigation is undertaken and as a result the Offerors
   determine (for any reason) that such representation is not
   correct, such tender of Notes shall not be accepted.



   United States



   Each Holder participating in the Tender Offer will represent that
   (1) if it is located in the United States, it is either a
   "qualified institutional buyer" within the meaning of Rule 144A
   under the Securities Act or an institutional "accredited investor"
   as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
   Act for informational use solely in connection with their
   consideration of the Tender Offer, or (2) if it is located outside
   the United States, (i) it is not participating in the Tender Offer
   from the United States (including its territories and possessions)
   and it is not a U.S. person, or (ii) it is acting on a
   non-discretionary basis for a principal located outside the United
   States (including its territories and possessions) that is not
   giving an offer to participate in the Tender Offer from the United
   States (including its territories and possessions) and who is not
   a U.S. person.



   Italy



   None of the Tender Offer, the Tender Offer Memorandum or any other
   documents or materials relating to the Tender Offer have been or
   will be submitted to the clearance procedures of the Commissione
   Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
   laws and regulations.



   The Tender Offer is being carried out in the Republic of Italy
   ("Italy") as an exempted offer pursuant to article 101-bis,
   paragraph 3-bis of the Legislative Decree No. 58 of February 24,
   1998, as amended (the "Financial Services Act") and article
   35-bis, paragraph 4, of CONSOB Regulation No. 11971 of May 14,
   1999, as amended.



   Holders or beneficial owners of the Notes may tender their Notes
   in the Tender Offer through authorized intermediaries (such as
   investment firms, banks or financial intermediaries permitted to
   conduct such activities in Italy in accordance with the Financial
   Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
   amended from time to time, and Legislative Decree No. 385 of
   September 1, 1993, as amended) and in compliance with applicable
   laws and regulations or with requirements imposed by CONSOB or any
   other Italian authority.



   Each intermediary must comply with the applicable laws and
   regulations concerning information duties vis-à-vis its clients in
   connection with the Notes or the Tender Offer.



   United Kingdom



   The communication of the Tender Offer Memorandum and any other
   documents or materials relating to the Tender Offer are not being
   made, and such documents and/or materials have not been approved,
   by an authorized person for the purposes of section 21 of the
   Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
   such documents and/or materials are not being distributed to, and
   must not be passed on to, the general public in the United
   Kingdom. The communication of such documents and/or materials is
   exempt from the restriction on financial promotions under section
   21 of the FSMA on the basis that it is only directed at and may be
   communicated to (i) persons who have professional experience in
   matters relating to investments, being investment professionals as
   defined in Article 19(5) of the Financial Services and Markets Act
   2000 (Financial Promotion) Order 2005 (the "Financial Promotion
   Order"); (ii) persons who fall within Article 43(2) of the
   Financial Promotion Order, including existing members and
   creditors of the Offerors; (iii) high net worth companies, and
   other persons to whom it may lawfully be communicated, falling
   within Article 49(2)(a) to (d) of the Financial Promotion Order;
   or (iv) any other persons to whom these documents and/or materials
   may lawfully be communicated in accordance with the Financial
   Promotion Order.



   France



   The Tender Offer is not being made, directly or indirectly, to the
   public in the Republic of France ("France"). Neither the Tender
   Offer Memorandum nor any other document or material relating to
   the Tender Offer has been or shall be distributed to the public in
   France and only (i) providers of investment services relating to
   portfolio management for the account of third parties (personnes
   fournissant le service d'investissement de gestion de portefeuille
   pour compte de tiers) and/or (ii) qualified investors
   (investisseurs qualifiés) with the exception of individuals,
   acting for their own account, all as defined in, and in accordance
   with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
   monétaire et financier, are eligible to participate in the Tender
   Offer.



   Neither the Tender Offer Memorandum nor any other offering
   material relating to the Tender Offer has been or will be
   submitted for clearance to the Autorité des marchés financiers.



   Belgium



   The Tender Offer does not constitute a public offering within the
   meaning of Articles 3, §1, 1

and 6, §1, of the Belgian Law of April 1, 2007 on public takeover bids, as amended or replaced from time to time (the "Belgian Takeover Law"). The Tender Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and neither the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten). Accordingly, the Tender Offer, the Tender Offer Memorandum, any memorandum, information circular, brochure or any similar documents relating to the Tender Offer may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), as referred to in Article 6, §3 of the Belgian Takeover Law, and who are acting for their own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

_____________________________________________________________

03.11.2026 CET/CEST Veröffentlichung einer Corporate News, übermittelt durch EQS News - ein Service der EQS Group. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich. Die EQS Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News und Pressemitteilungen. Originalinhalt anzeigen: https://eqs-news.com/?origin_id=a5b2853a-d78d-11f1-b46d-066675bb99 27=de _____________________________________________________________

Sprache: Deutsch Unternehmen: ZF Europe Finance B.V. Nieuwe Herengracht 51 1011RN Amsterdam Luxemburg ISIN: XS2010040124, XS2010039381, XS2010039977, XS2010039894 WKN: A2R9EL Börsen: Börse Luxemburg LEI Code: 549300RI533US2G6G542 EQS News ID: 2427624

Ende der Mitteilung EQS News-Service _____________________________________________________________

2427624 03.11.2026 CET/CEST

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