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UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 

 )

In the Matter of )

 )

 )

ZF Friedrichshafen AG, )

a corporation; and, )

 ) File No. 141 0235

 )

 )

TRW Automotive Holdings Corp., )

a corporation. )

 )

 ) 

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated an investigation 

of the proposed acquisition by ZF Friedrichshafen AG (“ZF”), of TRW Automotive 

Holdings Corp. (“TRW”), hereinafter referred to as “Proposed Respondents,” and it now 

appearing that Proposed Respondents are willing to enter into this Agreement Containing 

Consent Orders (“Consent Agreement”) to divest certain assets and providing for other 

relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent ZF Friedrichshafen AG is a stock corporation organized, 

existing and doing business under and by virtue of the laws of the Federal 

Republic of Germany, with its office and principal place of business located at 

Friedrichshafen, Germany. 

2. Proposed Respondent TRW Automotive Holdings Corp. is a public corporation 

organized, existing and doing business under and by virtue of the laws of the State 

of Delaware, with its office and principal place of business located at 12001 Tech 

Center Drive, Livonia, MI 48150. 

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft 

Complaint here attached. 

4. Proposed Respondents waive:

a. Any further procedural steps;
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b. The requirement that the Commission’s Decision and Order and Order to 

Hold Separate and Maintain Assets, both attached hereto and made a part 

hereof, contain statements of findings of fact and conclusions of law;

c. All rights to seek judicial review or otherwise to challenge or contest the 

validity of the Decision and Order and Order to Hold Separate and 

Maintain Assets entered pursuant to this Consent Agreement; and

d. Any claim under the Equal Access to Justice Act.

5. Because there may be interim competitive harm, the Commission may issue its 

Complaint and Order to Hold Separate and Maintain Assets in this matter at any 

time after it accepts this Consent Agreement for public comment.

6. Not later than thirty (30) days after this Consent Agreement is signed by the 

Proposed Respondents, the Proposed Respondents shall submit an initial 

compliance report, pursuant to Section 2.33 of the Commission Rules, 16 C.F.R. § 

2.33, and thereafter, shall submit a compliance report every thirty (30) days until 

the Order to Hold Separate and Maintain Assets becomes final. Each compliance 

report shall set forth in detail the manner in which the Proposed Respondents have 

complied, are complying, and will comply with the Consent Agreement, the Order 

to Hold Separate and Maintain Assets, and the Decision and Order. The proposed 

Respondents shall provide sufficient information and documentation to enable the 

Commission to determine independently that the Proposed Respondents are in 

compliance with the Consent Agreement and each of the Orders.

7. Each compliance report shall be either verified by a notarized signature or sworn 

statement or self-verified in a manner set forth in 28 U.S.C. § 1746. Section 

2.41(a) of the Commission’s Rules of Practice requires that an original and two 

copies of all compliance reports be filed with the Commission. The Proposed 

Respondents shall file an original report and one copy with the Secretary of the 

Commission, and shall send at least one copy directly to the Bureau of 

Competition’s Compliance Division. The copy provided to the Compliance 

Division may be provided in electronic format.

8. This Consent Agreement, and any compliance reports filed pursuant to this 

Consent Agreement, shall not become part of the public record of the proceeding 

unless and until the Consent Agreement is accepted by the Commission. This 

Consent Agreement, if it is accepted by the Commission, will be placed on the 

public record for a period of thirty (30) days and information in respect thereto 

publicly released. The Commission thereafter may either withdraw its acceptance 

of this Consent Agreement and so notify each Proposed Respondent, in which 

event the Commission will take such action as it may consider appropriate, or 

issue and amend its Complaint (in such form as the circumstances may require) 

and issue its Decision and Order, in disposition of the proceeding.

9. This Consent Agreement is for settlement purposes only and does not constitute 

an admission by Proposed Respondents that the law has been violated as alleged 
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in the draft Complaint here attached, or that the facts as alleged in the draft 

Complaint, other than jurisdictional facts, are true.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, 

the Commission may (a) issue and serve its Complaint corresponding in form and 

substance with the draft Complaint here attached; (b) issue and serve its Order to 

Hold Separate and Maintain Assets; and (c) make information public with respect 

thereto. If such acceptance is not subsequently withdrawn by the Commission 

pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the 

Commission may, without further notice to Proposed Respondents, issue the 

attached Decision and Order containing an order to divest and providing for other 

relief in the disposition of the proceeding.

11. When final, the Decision and Order and Order to Hold Separate and Maintain 

Assets shall have the same force and effect and may be altered, modified, or set 

aside in the same manner and within the same time as provided by statute for 

other orders. The Decision and Order and the Order to Hold Separate and 

Maintain Assets shall become final upon service. Delivery of the Complaint, the 

Decision and Order, and the Order to Hold Separate and Maintain Assets to a 

Proposed Respondent by any means provided in Commission Rule 4.4(a), 16 

C.F.R. § 4.4(a), including, without limitation, delivery to an office within the 

United States of the counsel for a Proposed Respondent identified on this Consent 

Agreement, shall constitute service. Proposed Respondents waive any rights they 

may have to any other manner of service. Proposed Respondents also waive any 

right they may otherwise have to service of any Appendices attached or 

incorporated by reference into the Decision and Order or Order to Hold Separate 

and Maintain Assets, if Proposed Respondents are already in possession of copies 

of such Appendices, and agree that each is bound to comply with and will comply 

with the Decision and Order and the Order to Hold Separate and Maintain Assets 

to the same extent as if it had been served with copies of such Appendices.

12. The Complaint may be used in construing the terms of the Decision and Order 

and the Order to Hold Separate and Maintain Assets, and no agreement, 

understanding, representation, or interpretation not contained in the Decision and 

Order, the Order to Hold Separate and Maintain Assets, or the Consent 

Agreement may be used to vary or contradict the terms of the Decision and Order 

or the Order to Hold Separate and Maintain Assets.

13. By signing this Consent Agreement, Proposed Respondents represent and warrant 

that they can fulfill all the terms of the Order to Hold Separate and Maintain 

Assets and accomplish the full relief contemplated by the attached Decision and 

Order (including effectuating the required divestiture, as well as any necessary 

assignments or transfers) and that all parents, subsidiaries, affiliates, and 

successors necessary to effectuate the full relief contemplated by this Consent 

Agreement are parties to this Consent Agreement or within the control of parties 

to this Consent Agreement.
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14. Proposed Respondents agree that they shall interpret the Divestiture Agreement, 

as that term is used in the Decision and Order, in a manner that is fully consistent 

with all of the relevant provisions and remedial purposes of the Decision and 

Order.

15. Proposed Respondents have read the draft of the Complaint, the Decision and 

Order, and the Order to Hold Separate and Maintain Assets. Proposed 

Respondents understand that once the Decision and Order and Order to Hold 

Separate and Maintain Assets have been issued, the Proposed Respondents will be 

required to file one or more compliance reports showing that the Proposed 

Respondents have fully complied with the Decision and Order and the Order to 

Hold Separate and Maintain Assets.

16. Proposed Respondents agree to comply with the terms of the proposed Decision 

and Order and Order to Hold Separate and Maintain Assets from the date such 

Respondent signs this Consent Agreement. Proposed Respondents further 

understand that each may be liable for civil penalties in the amount provided by 

law for each violation of the Decision and Order and of the Order to Hold 

Separate and Maintain Assets after such Orders become final.
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ZF FRIEDRICHSHAFEN AG FEDERAL TRADE COMMISSION

__________________________ ________________________

Dr. Stefan Sommer Stephen Antonio

Chief Executive Officer Attorney

ZF Friedrichshafen AG Bureau of Competition

__________________________

Dieter Eckhardt

Vice President 

ZF Friedrichshafen AG

Dated: ________________

Approved:

___________________________

Steven L. Holley

Sullivan & Cromwell LLP

Attorney for ZF Friedrichshafen AG _________________________

 James Rhilinger

Dated: _________________ Deputy Assistant Director

Bureau of Competition

__________________________

John C. Plant

Chairman of the Board, President

and Chief Executive Officer

TRW Automotive Holdings Corp.

Dated: _________________

 __________________________

Daniel P. Ducore

Assistant Director

__________________________ Compliance Division

Peter C. Thomas

Simpson Thacher & Bartlett LLP

Attorney for 

TRW Automotive Holdings Corp. __________________________

Deborah L. Feinstein

Director

Dated: _________________ Bureau of Competition