Zf Wabco Agreement

BERN, SWITZERLAND, March 28, 2019 – WABCO Holdings Inc. (« WABCO ») (« WABCO ») (NYSE: WBC), the world`s leading provider of technologies and services to improve the safety, efficiency and connectivity of commercial vehicles, today announced that it has entered into a definitive merger agreement with ZF Friedrichshafen AG (« ZF »), the world leader in private propulsion and chassis technologies. Caution for Forward-Looking Statements This document may contain « forward-looking » statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not only, statements about the closing of the merger. In this context, forward-looking statements often refer to future business and financial performance and financial circumstances and often contain words such as « wait, » « wait, » « plan, » « plan, » « believe, » « seek, » « see, » « target, » « target, » similar or negative expressions and variations of those words included. Forward-looking statements of this type deal, to varying degrees, with issues that are uncertain to varying degrees. B such as statements regarding the conclusion of the proposed merger and its expected benefits. These statements, as well as other forward-looking statements, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in forward-looking statements, including failure to complete or notify the proposed merger or to take any other action necessary to complete such a merger in a timely manner, or in any case. The inclusion of such statements should not be seen as a presentation that plans, estimates or expectations are met. You should not place undue reliance on such statements.

Important factors that could lead to actual results differing materially from these plans, estimates or expectations include, among other things, (1) that the entity may not be able to obtain the shareholder approval necessary for the merger; 2. Conditions for completing the merger, including obtaining the necessary administrative approvals, cannot be met or removed in a timely manner or by other means; 3. A public or supervisory body may prohibit, delay or deny authorization to conclude the merger, and request conditions, restrictions or restrictions on merger authorizations that may affect the expected benefits of the proposed merger or induce the parties to waive the proposed merger; 4. Concentration can result in unexpected costs, liabilities or delays; (5) the company`s activity may suffer from the uncertainty associated with the merger or the possible damaging changes in commercial relations resulting from the proposed merger; (6) legal proceedings may be initiated in connection with the merger and the outcome of a merger court proceeding may be detrimental to the company; (7) the business may be affected by other general factors of industry, economy, business and/or competition; (8) unforeseen events, amendments or other circumstances that could lead to the termination of the merger agreement or jeopardize the ability to identify the benefits of the merger; (9) the risk that the proposed merger will disrupt current plans and operations and may result in staff retention difficulties as a result of concentration; (10) the risks associated with distracting management from the day-to-day operations of the company; (11) There may be other risks to the closing of the merger, including the risk that the merger will not be completed within the expected time frame, which could affect the company`s operations and the price of the company`s base; and (12) the risks described from time to time in the Company`s reports submitted to the SEC under the title « Risk Factors, » including the Management Report on Form 10-K for the year ended December 31, 2018, the quarterly reports on Form 10-Q and the Act