The Yokohama Rubber Co., Ltd. (TSE:5101) agreed to acquire Trelleborg Wheel Systems Holding AB from Trelleborg AB (publ) (OM:TREL B) for SEK 22 billion on March 25, 2022. Consideration of SEK 22 billion is on a cash and debt free basis, which represents 13x the business area's 2021 operational EBITDA, or 17.5x 2021 EBIT. Less than 3% of the purchase price is subject to the performance of Trelleborg Wheel Systems in 2022. Trelleborg Wheel Systems Holding AB had net sales of SEK 10 billion in 2021. The transaction will result in an estimated capital gain of SEK 6 billion. The takeover, which is subject to review by competition regulators. Closing of the transaction is subject to approvals from relevant authorities and is expected to be completed in the latter part of 2022. The net proceeds will be used for share buyback by Trelleborg AB. On December 27, 2022, Trelleborg said that transaction is expected to take place during the first half of 2023. As of January 30, 2023, The CMA announced the launch of its merger inquiry by notice to the Parties on 31 January 2023 and has a deadline of 28 March 2023 to announce its decision on whether to refer this transaction for an in-depth Phase 2 review and in this process Invitation to comment closes on February 14, 2023.

Takeshi Nakao, Jochen Ellrott, Tomoko Nakajima, Helen Buchanan, Daniel French, Kaori Yamada, Judit Gajdics, Frank Schaer, Sascha Arnold and Alexandra Buchanan of Freshfields Bruckhaus Deringer LLP acted as legal advisors to The Yokohama Rubber. Barclays Capital Inc. acted as financial advisor to Trelleborg AB (publ) (OM:TREL B).