ABC Technologies Announces Recommended Offer To Acquire TI Fluid Systems

Nov 29, 2024 | Press Release

Combined group would create an industry leader with an extensive global product portfolio and financial strength to support long-term growth objectives

TORONTO, CANADA and LONDON, UK – November 29, 2024 – ABC Technologies (the “Company”) today announces that it has reached an agreement on the terms of a recommended all-cash offer for the acquisition by ABC Technologies Acquisitions Limited of the entire issued and to be issued ordinary share capital of TI Fluid Systems plc (“TI Fluid Systems”).

TI Fluid Systems is a London-listed, market-leading global manufacturer of thermal and fluid system solutions for the full range of current and developing vehicle architectures. Operating across 27 countries and serving all major automotive manufacturers, TI Fluid Systems has a commitment to operational excellence and sustainability worldwide.

Together, ABC Technologies and TI Fluid Systems will enjoy an expanded global footprint and enhanced product portfolio. This will allow access to a broader and more diversified range of customers, including some of the largest and most recognizable automotive OEMs and Tier One suppliers worldwide.

“This transaction is a transformative strategic opportunity which unlocks value for all of our stakeholders and provides a platform for further growth,” said Terry Campbell, President and CEO, ABC Technologies. “A combined business will enable us to better serve our customers, and I am excited for our teammates as we continue to build a winning future. We will be persistent in seeking alignment with organizations that have proven capabilities to further ABC’s success story.”

Combining the rich heritages of ABC Technologies and TI Fluid Systems – both established leading manufacturers across different product segments – will create a business that benefits from an enhanced go-to-market proposition and greater financial strength to support the long-term growth objectives and a winning vision for the future. ABC Technologies is majority-owned by funds managed by affiliates of Apollo Global Management, Inc.

Under the terms of the transaction, shareholders of TI Fluid Systems will be entitled to receive 200 pence a share, valuing TI Fluid Systems at an enterprise value of approximately £1,831 million.

The Acquisition is currently expected to complete in H1 2025, subject to shareholder and other relevant legal and regulatory approvals.

Lazard acted as lead financial advisor to ABC Technologies; Citi, TD Securities and Scotiabank also acted as financial advisers.

Kirkland & Ellis International acted as legal advisor to ABC Technologies and Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor in respect of regulatory and financing matters.

This press release must be read in conjunction with the Rule 2.7 announcement which is available on the London Stock Exchange RNS and along with other documents related to the transaction on www.projectgolfoffer.com.

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.
Additional Information This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how it may be accepted. # # #

MEDIA CONTACTS

ABC Technologies
Tom Hajkus, Global Communications Manager
Thomas.Hajkus@abctech.com
Tel: + 1 248-648-0173

FGS Global (PR Adviser to ABC Technologies)
Charlie Chichester    
Rory King
ABCTech-UK@fgsglobal.com
Tel: + 44 (0) 20 7251 3801

Mike Fritts

Special Advisor to the CEO
Mike Fritts is a Special Advisor to the CEO of ABC Technologies. Mike has over 40 years of automotive experience and excellence in Operations, Program Management, Launch, Global Business Development, and Sales. He most recently served as the Chief Operating Officer (COO) at ABC Technologies before announcing his retirement (effective June 2024). He also spent time at Woodbridge Foam in numerous leadership roles at the President and VP levels. Prior to Woodbridge, he worked at Johnson Controls for 20 years.

Robert Kidd

Chief Information Officer
Robert Kidd is the Chief Information Officer (CIO) at ABC Technologies. In this role, Robert plays an integral part of ABC’s systems integration and optimization initiatives as the organization continues to acquire new companies and expand its global presence. Robert joins ABC from Siemens where he spent over 20 years in senior level IT Management, including serving as CIO for Siemens Canada. He has held leadership roles IT Architecture, Project Management, Process & Cost Optimization and Strategy roles within Germany, Canada, and the USA. He is based at the ABC Toronto Office. Robert holds a Bachelor of Arts degree in Business Information Technology from Baden-Württemberg Cooperative State University in Mannheim, Germany.

Rima Shouli

Chief Legal Officer & Secretary

Rima Shouli is the Chief Legal Officer and Secretary at ABC Technologies. Rima brings to ABC over 25 years of senior corporate counsel experience within the automotive industry, most recently serving as General Counsel & Corporate Secretary at VinFast. Prior to that role, Rima served six years working as General Counsel at Hino Motors Canada Ltd and was a National Managing Partner at Deloitte. She began her automotive career at Magna International serving in progressive corporate counsel roles for over twelve years. She is based at the ABC Technologies home office in Toronto, Ontario, Canada. Rima holds a Bachelor of Laws degree from the University of Windsor, has passed the Bar Admission at the Law Society of Upper Canada, and has a diploma of International Mergers and Acquisitions, International Lew and Legal Studies from the College of Law of England and Wales.

Mark Decker

Chief Human Resources Officer
Mark Decker is the Chief Human Resources Officer at ABC Technologies. Mark brings over 30 years of global automotive HR experience to ABC Technologies, most recently serving as Chief Human Resources Officer (CHRO) at Joyson Safety Systems. Prior to Joyson, Mark also served in the capacity of CHRO for several global automotive suppliers and OEMs, including Key Safety Systems, Nexteer Automotive, Fisker Automotive, and Meridian Automotive. He spent the first 15 years of his career with Ford Motor Company and Visteon Corporation serving in multiple operational and corporate HR assignments throughout the United States and three years in Yokohama, Japan. Mark holds a B.S. in Business Administration from Central Michigan University and a Master of Arts in Industrial Relations from Wayne State University.

Dr. John Loehr

Chief Transformation Officer
Dr. John Loehr is the Chief Transformation Officer at ABC Technologies. John has more than 30 years of experience working with automotive, industrial, and technology companies on strategy, operations, M&A, and transformation. For the next 20+ years, prior to joining ABC Technologies, John consulted extensively to automotive suppliers and OEMs, holding the position of Partner at Booz & Company, McKinsey & Company, and AlixPartners. He has led supplier performance transformation programs in interiors, HVAC, seating, electronics, steering, suspension, braking, and powertrain. John has worked across the entire value chain, driving improvements in pricing, purchasing, program management, manufacturing, and SG&A. He has also worked extensively in electric vehicles over the past 10+ years, developing market and technology strategies for OEMs and suppliers in batteries, motors, inverters, and controls. After graduate school, John worked as a research scientist in semiconductors for nine years. He led programs in semiconductor laser technology, helping to develop the materials and devices upon which today’s automotive LIDAR systems are based. John holds Master of Science degrees in both Electrical Engineering and Physics, and a Ph.D. in Electrical Engineering from the University of Michigan.

Omar Montasir

Chief Commercial Officer
Omar Montasir is the Chief Commercial Officer at ABC Technologies. He joined ABC from the Robert Bosch company where he most recently served as Vice President, Sales, and Project Management. Omar began his career with Bosch in 2005 performing in several progressive commercial leadership and program management roles. Omar holds a B.S. in Mechanical Engineering from the University of Michigan.

Mike Bisson

Chief Operating Officer
Michael (Mike) Bisson is the Chief Operating Officer (COO) at ABC Technologies. In this role, Mike drives operational excellence, continuous improvement and plant profitability at ABC Technologies. Mike is a highly respected and accomplished global industry executive who most recently served as Global President of Magna International Seating. Over a 35-year span in automotive, Mr. Bisson held many progressive positions at Magna including Executive Vice President and General Manager. He also gained extensive experience in various roles throughout his career at Rockwell International and General Motors of Canada. Mike holds an Associate’s degree in Manufacturing Engineering from St. Clair College and a Business Degree from the Detroit College of Business.

Scott Roggenbaeur

Chief Financial Officer
Scott Roggenbauer is the Chief Financial Officer at ABC Technologies. With over 25 years of financial and accounting experience, Scott oversees all financial operations and helps to ensure launch excellence throughout the organization. Most recently, he was the CFO at Amesbury Truth and prior to that was the CFO at the Haas F1 Team, both based in North Carolina. For eight years, Scott spent time at Johnson Control in Vice President leadership roles, serving as VP Finance and Controller, VP of Finance – Complete Seat Group and VP of Finance – Interiors Product Group. Earlier in his career, he worked at ZF Group, Harley Davidson and Delphi Automotive. Scott holds a B.S. in Accounting from the University of Wisconsin-Milwaukee and a Master of Business Administration from Wayne State University.

Terry Campbell

President & Chief Executive Officer

Terry Campbell is the President and Chief Executive Officer at ABC Technologies Inc. and serves on the Board of Directors.

Terry has over 25 years of global automotive experience, much of that served in progressively senior leadership roles. He is a champion of operational excellence, innovation, and customer focus and is leading ABC Technologies’ mission to become the molding technology partner of choice for leading global automotive manufacturers.

Terry assumed the CEO role in 2022 following a period as ABC Technologies’ Chief Operations Officer. Prior to joining ABC, Terry served as Chief Operating Officer of The Woodbridge Group, a leading global foam supplier to the automotive industry. Before that, Terry served as Vice President and General Manager for the Johnson Controls Automotive Experience Group, overseeing their Americas & Asia Pacific Interiors Business Unit. Before Johnson Controls, Terry held various senior leadership positions within Magna International, including Director and General Manager responsibilities within the Closures Group and as Vice President of Die Casting Operations for the Powertrain Group.

Terry has previously held several international board appointments and is currently a Director with the Canadian Automotive Parts Manufacturing Association.