KB Holding GmbH’s Secondary Sale of Ordinary Shares

On January 30, 2020, Knorr‑Bremse, a global market leader for braking and other systems for rail and commercial vehicles, signed an agreement to acquire R.H. Sheppard Co., Inc. (“Sheppard”), one of the leading manufacturers of steering systems for vehicles on the North American market, from WABCO Holdings Inc. (“WABCO”) for a purchase price of $149.5 million. WABCO is selling Sheppard in connection with the proposed takeover of WABCO by ZF Friedrichshafen AG (“ZF”), and the closing of the Knorr‑Bremse acquisition of Sheppard is contingent upon the closing of the ZF acquisition of WABCO. Cravath is representing Knorr‑Bremse in connection with the transaction.

Cravath, alongside Hengeler Mueller, represented Knorr‑Bremse AG in connection with its €3.87 billion initial public offering of bearer shares. Knorr‑Bremse AG is a leading manufacturer of brake systems and a supplier of additional safety‑critical sub‑systems for rail and commercial vehicles. The shares were listed on the Frankfurt Stock Exchange. The transaction closed on October 16, 2018.