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2016-09-14

ZF Friedrichshafen AG: ZF INCREASES THE OFFER PRICE IN ITS RECOMMENDED OFFER TO SEK 110 IN CASH PER SHARE IN HALDEX

This press release is not and must not, directly or indirectly, be
distributed or made public in or into Australia, Canada, Hong Kong,
Japan, New Zealand or South Africa. The offer is not being made to,
nor will any tender of shares be accepted from, holders in such
jurisdictions or elsewhere where their participation requires further
documentation, filings or other measures in addition to those
required by Swedish law. This is a translation of the original
Swedish language press release. In the event of a dispute, the
original Swedish wording shall prevail.

14 September 2016 at 8.25 am CET

· The Offer price is increased from SEK 100 to SEK 110 in cash per
share in Haldex.

· Shareholders representing 17.06 percent of the share capital in
Haldex have entered into agreements with ZF to sell their shares in
Haldex to ZF for a cash consideration of SEK 110 per share. The
acquisitions are conditional upon clearances from relevant
competition authorities, which are all expected to be granted on or
around Friday 16 September 2016. In addition, ZF owns in total
1,847,564 shares in Haldex, corresponding to 4.18 percent of the
share capital in Haldex.

· Completion of the Offer is conditional upon, inter alia, that the
Offer is accepted to the extent that ZF becomes the owner of more
than 50 percent of the total number of shares in Haldex.

· The Board of Directors of Haldex unanimously recommends the
shareholders of Haldex to accept the ZF Offer.

Friedrichshafen / Stockholm - ZF Friedrichshafen AG[1]
(http://undefined/#_ftn1) ("ZF Friedrichshafen"), through its
wholly-owned subsidiary ZF International B.V.[2]
(http://undefined/#_ftn2) ("ZF"), announced on 4 August 2016 a
recommended public cash offer to the shareholders of Haldex
Aktiebolag (publ), corporate registration number 556010-1155
("Haldex"), to tender all their shares in Haldex to ZF for SEK 100 in
cash per share (the "Offer").

ZF has today decided to increase the Offer price to SEK 110 in cash
per share in Haldex, which values Haldex at approximately SEK 4,853
million.[3] (http://undefined/#_ftn3) The increased Offer represents
an increase of 10 percent compared to ZF's previous Offer price and a
premium of:

· 47.9 percent per share compared to the volume-weighted average
price for the Haldex share on Nasdaq Stockholm during the three
months prior to the announcement of SAF-Holland GmbH's offer on 14
July 2016 (10.5 percent per share compared to the volume-weighted
average price during the three months prior to 14 September 2016);

· 58.1 percent per share compared to the volume-weighted average
price for the Haldex share on Nasdaq Stockholm during the six months
prior to the announcement of SAF-Holland GmbH's offer on 14 July 2016
(22.0 percent per share compared to the volume-weighted average price
during the six months prior to 14 September 2016); and

· 29.0 percent per share compared to the closing price of SEK 85.25
for the Haldex share on Nasdaq Stockholm on 13 July 2016, which was
the last trading day prior to the announcement of SAF-Holland GmbH's
offer.

The Offer represents a 4.1 percent per share discount compared to the
closing price of SEK 114.75 for the Haldex share on 13 September 2016
(being the last day of trading prior to the announcement of the
Offer, which in ZF's opinion has been affected by Knorr-Bremse AG's
offer).

As of the date of this announcement ZF owns in total 1,847,564 shares
in Haldex, corresponding to 4.18 percent of all shares and votes in
Haldex. Aside from that ZF holds no financial instruments that give
financial exposure to the Haldex share. None of the shares in Haldex
held by ZF have been acquired at a price which is higher than the
consideration in the Offer.

AFA Försäkring, Göran Carlson and Handelsbanken Fonder, together
representing in total 7,542,481 shares in Haldex, corresponding to
17.06 percent of all shares and votes in Haldex, have entered into
agreements with ZF to sell their shares in Haldex to ZF for a cash
consideration of SEK 110 per share. The agreements include a right
for the sellers to receive compensation in the event that the Offer
price would be increased. Furthermore, the sellers have a right to
receive compensation, corresponding to (i) the difference between the
Offer price and the price per share that ZF would receive, should the
shares be sold to a third party within nine (9) months from the date
of the agreements and (ii) fifty (50) percent of the difference
between the Offer price and the price per share that ZF would
receive, should the sale occur between nine (9) and eighteen (18)
months from the date of the agreements.

To the extent that consideration in accordance with the on-sale
provisions is paid to the sellers under the agreements, the
consideration for the shares tendered in the Offer will be increased
accordingly.

The Board of Directors of Haldex has confirmed its support for the
Offer and recommends the shareholders of Haldex to accept the Offer.

Shareholders who have tendered their shares in Haldex at SEK 100 in
cash per share will automatically benefit from the increased Offer of
SEK 110 in cash per share without further action.

The Offer conditions regarding the required level of acceptance is
revised and the Offer is subject to the condition that shareholders
of Haldex accept the Offer to such an extent that ZF becomes the
owner of shares in Haldex representing more than 50 percent of the
total number of shares in Haldex (on a fully diluted basis). ZF
reserves the right to waive, in whole or in part, this condition to
the Offer and to complete the Offer at a lower level of acceptance.

With the exception of the above mentioned condition, the same
conditions apply for the increased Offer as those set out in the
offer document dated 19 August 2016, including the right to waive
such conditions.

Following the information in this press release, ZF will prepare and
make public a supplement to the offer document. As previously
communicated, the initial acceptance period ends on 30 September
2016. Provided that ZF announces that the condition to the Offer has
been satisfied or waived no later than on or around 5 October 2016,
settlement is expected to begin on or about 7 October 2016. The
acceptance period will be finally confirmed in the forthcoming
supplement to the offer document. As set out in the offer document
dated 19 August 2016, ZF reserves the right to further extend the
acceptance period as well as to postpone the settlement date.

For additional information please contact:

ZF Friedrichshafen contact for media and investors
Thomas Wenzel
Graf-von-Soden-Platz 1
88046 Friedrichshafen
GERMANY
Phone: +49 7541 772543
Mobile: +49 151 167 164 45
Email: thomas.wenzel@zf.com
www.zf.com

Contact for Swedish media and investors
Fogel & Partners
Anders Fogel
Mobile: +46 722 044 750
Email: anders.fogel@fogelpartners.se

Contact for German media and additional contact for investors
CNC - Communications & Network Consulting
Knut Engelmann
Mobile: +49 174 234 2808
Email: knut.engelmann@cnc-communications.com

For further information regarding the Offer see ZF's offer document
from 19 August 2016, which is available on www.zf.com and
www.handelsbanken.se/investeringserbjudande. A supplement to the
offer document will be published in due course and will also be made
available at the above mentioned websites.

This press release was submitted for publication on 14 September 2016
at 08:25 am CET.

IMPORTANT INFORMATION

This is a translation of the original Swedish language press release.
In the event of discrepancies, the original Swedish wording shall
prevail.

Forward-looking statements

Statements in this press release relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections as well as benefits of the Offer,
are forward-looking statements. Forward-looking statements may
generally, but not always, be identified by the fact that they do not
relate strictly to historical or current facts and include, without
limitation, words such as "may," "will," "expects," "believes,"
"anticipates," "plans," "intends," "estimates," "projects,"
"targets," "forecasts," "seeks," "could," or the negative of such
terms, and other variations on such terms or comparable terminology.
Forward-looking statements include, but are not limited to,
statements about the expected future business of Haldex resulting
from and following the Offer. 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 ZF and Haldex,
including but not limited to the effect of changes in general
economic conditions, the level of interest rates, fluctuations in
product demand, competition, technological change, employee
relations, planning and property regulations, natural disasters and
the potential need for increased capital expenditure (such as
resulting from increased demand, new business opportunities and
deployment of new technologies). Any such forward-looking statements
speak only as of the date on which they are made and neither ZF nor
Haldex has (or undertakes) any 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.

Offer Restrictions

The Offer is not being made to persons whose participation in the
Offer requires that any additional offer document is prepared or
registration effected or that any other measures are taken in
addition to those required under Swedish law. This press release and
any documentation relating to the Offer are not being published in or
distributed to or into and must not be mailed or otherwise
distributed or sent in or into any country in which the distribution
or offering would require any such additional measures to be taken or
would be in conflict with any law or regulation in such country.
Persons who receive this communication (including, without
limitation, nominees, trustees and custodians) and are subject to the
law of any such jurisdiction will need to inform themselves about,
and observe, any applicable restrictions or requirements. Any failure
to do so may constitute a violation of the securities laws of any
such jurisdiction. ZF, to the fullest extent permitted by applicable
law, disclaims any responsibility or liability for the violations of
any ...

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