Gentherm to Acquire Alfmeier’s Automotive Business, An Innovative Market Leader in Automotive Lumbar and Massage Comfort Solutions - Seite 3

Forward-Looking Statements 

Except for historical information contained herein, statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Gentherm Incorporated's goals, beliefs, plans and expectations about its prospects for the future and other future events. The forward-looking statements included in this release are made as of the date hereof or as of the date specified herein and are based on management's reasonable expectations and beliefs. Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause actual results or performance to differ materially from that described in or indicated by the forward-looking statements, including that:

• the COVID-19 pandemic and its direct and indirect adverse impacts on the automobile and medical industries and global economy, which had, and are likely to continue to have, an adverse effect on, among other things, the Company’s results of operations, financial condition, cash flows, liquidity, business operations, and stock price;
• the current supply-constrained environment the Company is facing involving component shortages, manufacturing disruptions, logistics challenges and inflationary pressures, and any future material delays or inflationary pressures in the supply chain of the Company or the automotive original equipment manufacturers or first tier suppliers supplied by the Company;
• the period of sustained price increases for various material components and shipping costs currently experienced in the automotive industry, which may continue for longer than the Company expects;
• risks relating to the Company’s proposed acquisition of Alfmeier (the “Acquisition”), including: that the closing conditions to the proposed Acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant required antitrust approval; the occurrence of any event that could give rise to termination of the Acquisition agreement, including due to factors outside of the Company’s control; delay in closing the Acquisition or the possibility of non-consummation of the Acquisition; risks that the pendency and efforts to consummate the Acquisition may be disruptive to the Company or Alfmeier or their respective management teams; the effect of announcing the transaction on Alfmeier’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties for the post-transaction benefit of the Company; the Company’s increased debt leverage following the closing of the Acquisition; risks inherent in the achievement of expected financial results, growth prospects and cost synergies for the Acquisition and the timing thereof; unexpected costs associated with or relating to the proposed Acquisition; and integration risks; 
• the impact of industry or consumer behaviors on future automotive vehicle production and the Company’s strategy to develop and sell products tailored to evolving market demands, including the development and use of autonomous and electric vehicles and increasing use of car- and ride-sharing and on-demand transportation as a service, as well as related regulations;
• borrowing availability under the Company’s revolving credit facility;
• the Company’s failure to be in compliance with covenants under its debt agreements, which could result in the amounts outstanding thereunder being accelerated and becoming immediately due and payable;
• the Company’s ability to obtain additional financing by accessing the capital markets, which may not be available on acceptable terms or at all;
• the macroeconomic environment, including its impact on the automotive industry, which is cyclical;
• any significant declines in automobile production;
• market acceptance of the Company’s existing or new products, and new or improved competing products developed by competitors with greater resources;
• shifting customer preferences, including due to the evolving use of automobiles and technology;
• the Company’s ability to project future sales volumes, based on which the Company manages its business;
• reductions in new business awards due to the macroeconomic environment, COVID-19 and related uncertainties;
• the Company’s ability to convert new business awards into product revenues;
• the loss, material reduction in sales from or the insolvency of any of the Company’s key customers, including due to M&A or other market consolidation of OEMs and Tier 1s;
• the loss of any key suppliers;
• the impact of price downs in the ordinary course, or additional increased pricing pressures from the Company’s customers;
• the feasibility of Company’s development of new products on a timely, cost effective basis, or at all;
• security breaches and other disruptions to the Company’s IT systems;
• labor shortages, wage inflation and work stoppages impacting the Company, its suppliers or customers;
• changes in free trade agreements or the implementation of additional tariffs, and the Company’s ability to pass-through tariff costs;
• unfavorable changes to currency exchange rates;
• the Company’s ability to protect its intellectual property in certain jurisdictions;
• the Company’s ability to effectively implement ongoing restructuring and other cost-savings measures or realize the full amount of estimated savings;
• compliance with, and increased costs related to, domestic and international regulations, including potential climate change regulations;
• the Ukraine-Russia conflict, which has led to and could lead to further challenges in our manufacturing operations in our Ukraine facility and further global economic sanctions and market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions;
• changes in government leadership and laws, political instability and economic tensions between governments, including as a result of the ongoing Ukraine-Russian conflict; and
• severe weather conditions and natural disasters and any resultant disruptions on the supply or production of goods or services or customer demands.