Friday, October 30

WABCO CFO Exits After Announcing Acquisition By ZF


DETROIT, Mich.–WABCO Holdings announced the appointment of a new Chief Financial Officer just a week after announcing an acquisition by ZF Friedrichshafen, and a second lawsuit challenging the board’s decision to sell the company.

Wabco Holdings Inc. said Chief Financial Officer Roberto Fioroni has resigned after just 9 months in the role, to take a job at U.K.-based GKN Automotive. The braking control systems supplier said it named Sean Deason as its CFO, effective immediately.

Deason, who joined Wabco in June 2015, has served as vice president, investor relations, and controller.

It is not unusual for C-suite executives who are expected to be redundant following a merger to resign or move on. But the WABCO acquisition will have to clear a few hurdles even though both boards approved the deal.

Fioroni’s exit comes after Wabco announced a deal last week to be acquired by ZF in a deal valued at more than $7 billion. Wabco’s stock, which was still inactive in premarket trade on Tuesday, has gained just 1.2% over the past 12 months while the S&P 500 has climbed 11.1%.

Two law firms so far have initiated investigations into WABCO alleging that the board did not seek a better offer for shareholders.

The all-cash deal announced yesterday by the companies is for $136.50 per share, and represents a 13% markup from Feb 26 when the companies disclosed they were exploring a tie-up, but a 6.5% discount to where the stock closed the day before the deal was announced.

Shares of WABCO tumbled 10% in pre-market trading Thursday after the deal was announced, to well below ZF’s asking price.

Shareholder rights law firms Johnson Fistel LLP, Lifshitz & Miller LLP, and Brodsky and Smith LLP said they have launched investigations as to whether the deal is fair to shareholders. Such investigations are common after a merger or acquisition is announced, though the acquisition of WABCO could be a real issue because of the behavior of the share price relative to the takeover price.

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David Kiley is Chief of Content for The BRAKE Report. Kiley is an award-winning business journalist and author, having covered the auto industry for USA Today, Businessweek, AOL/Huffington Post, as well as written articles for Automobile and Popular Mechanics.