Bli medlem
Bli medlem

Du är här

2016-11-16

Knorr-Bremse: Knorr-Bremse's offer for Haldex: Supplement to the offer document made public

Press release 16 November 2016

This announcement is not an offer, whether directly or indirectly, in
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or
in any other jurisdictions where such offer pursuant to legislation
and regulations in such relevant jurisdictions would be prohibited by
applicable law. Shareholders not resident in Sweden who wish to
accept the Offer (as defined below) must make inquiries concerning
applicable legislation and possible tax consequences. Shareholders
should refer to the offer restrictions included in the section titled
"Important notice" at the end of this announcement and in the tender
offer document which was published on 26 September 2016. Shareholders
in the United States should also refer to the section titled "Special
notice to shareholders in the United States" at the end of this
announcement.

On 5 September 2016, Knorr-Bremse AG ("Knorr-Bremse") announced a
public offer to the shareholders of Haldex AB (publ) ("Haldex") to
tender all shares in Haldex to Knorr-Bremse (the "Offer"). The offer
document regarding the Offer was made public on 26 September 2016.

On account of the recommendation from the board of directors of Haldex
on 8 November 2016 and Haldex's interim report January-September
2016, Knorr-Bremse has prepared a supplement to the offer document
which includes the above-mentioned documents. The supplement has been
approved and registered by the Swedish Financial Supervisory
Authority. The supplement has been made public today and is, together
with the offer document and the acceptance form, available on
Knorr-Bremse's website www.knorr-bremseandhaldex.com and on SEB's
website for prospectuses www.sebgroup.com/prospectuses.

The supplement should be read in conjunction with the offer document
dated 26 September 2016. In accordance with the Takeover Rules issued
by Nasdaq Stockholm, shareholders who have accepted the Offer have
the right to withdraw from the acceptance within five working days of
the announcement of the supplement, i.e. up to and including 23
November 2016. In all other respects, the right to withdraw from the
acceptance applies pursuant to the offer document.

For other terms and information about the Offer please refer to the
offer document.

Knorr-Bremse AG

For additional information contact:

Knorr-Bremse AG

Dr. Detlef Hug
Email: Detlef.Hug@knorr-bremse.com
Phone: +49 89 3547 1402

Eva Doppler
Email: Eva.Doppler@knorr-bremse.com
Phone: +49 89 3547 1498

Additional contacts for media in Germany

FTI Consulting SC
Carolin Amann
Email: Carolin.Amann@fticonsulting.com
Phone: +49 69 92037 132

Thomas M. Krammer
Email: Thomas.Krammer@fticonsulting.com
Phone: +49 89 71042 2116

Additional contacts for media in Sweden

Comir
Johan Hähnel
Email: Johan.Hahnel@comir.se
Phone: +46 8 31 17 70

This press release was submitted for publication on 16 November 2016
at 3:00 p.m. CEST.

Important notice

The Offer is not being made, directly or indirectly, in or into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by
use of mail or any other means or instrumentality (including, without
limitation, facsimile transmission, electronic mail, telex, telephone
and the Internet) of interstate or foreign commerce, or of any
facility of national security exchange, of Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa, and the Offer cannot be
accepted by any such use, means, instrumentality or facility of, or
from within, Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. Accordingly, this announcement and any documentation
relating to the Offer are not being and should not be sent, mailed or
otherwise distributed or forwarded in or into Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa.

This announcement is not being, and must not be, sent to shareholders
with registered addresses in Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa. Banks, brokers, dealers and other nominees
holding shares for persons in Australia, Canada, Hong Kong, Japan,
New Zealand or South Africa must not forward this announcement or any
other document received in connection with the Offer to such persons.

Statements in this announcement relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections and the other benefits of the
Offer, are forward-looking statements. These statements may
generally, but not always, be identified by the use of words such as
"anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of Knorr-Bremse AG.
Any such forward-looking statements speak only as of the date on
which they are made and Knorr-Bremse AG has no obligation (and
undertakes no such obligation) to update or revise any of them,
whether as a result of new information, future events or otherwise,
except for in accordance with applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this announcement is made for shares of Haldex
AB, a company incorporated under Swedish law, and is subject to
Swedish disclosure and procedural requirements, which are different
from those of the United States. The Offer is made in the United
States in compliance with Section 14(e) of, and Regulation 14E under,
the U.S. Securities Exchange Act of 1934, as amended (the "U.S.
Exchange Act"), subject to the exemptions provided by Rule 14d-1(d)
under the U.S. Exchange Act and otherwise in accordance with the
requirements of Swedish law. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with respect
to withdrawal rights, the offer timetable, settlement procedures and
timing of payments that are different from those applicable under
U.S. domestic tender offer procedures and laws.

To the extent permissible under applicable law or regulation,
Knorr-Bremse AG and its affiliates or brokers (acting as agents for
Knorr-Bremse AG or its affiliates, as applicable) may from time to
time, and other than pursuant to the Offer, directly or indirectly
purchase, or arrange to purchase, shares of Haldex AB, that are the
subject of the Offer or any securities that are convertible into,
exchangeable for or exercisable for such shares. To the extent
information about such purchases or arrangements to purchase is made
public in Sweden, such information will be disclosed by means of a
press release or other means reasonably calculated to inform U.S.
shareholders of Haldex AB of such information. In addition, the
financial advisors to Knorr-Bremse AG, may also engage in ordinary
course trading activities in securities of Haldex AB, which may
include purchases or arrangements to purchase such securities.
Knorr-Bremse AG and/or its affiliates or brokers have purchased
shares of Haldex AB during the period following the announcement of
the Offer on 5 September 2016.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED
OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF
THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
IN THE UNITED STATES.

-----------------------------------------------------------
http://news.cision.com/knorr-bremse/r/knorr-bremse-s-offer-for-haldex--s...
http://mb.cision.com/Main/14791/2124250/590768.pdf

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.