Statement by the Board of Haldex in relation to the increased offer by ZF of SEK 120.00 per share
The Board of Haldex unanimously recommends the shareholders of Haldex to accept the increased offer by ZF.
BACKGROUND
This statement (the “Statement”) is made by the Board of Directors (the “Board”) of Haldex Aktiebolag (“Haldex” or the “Company”) pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
On 4 August 2016, ZF Friedrichshafen AG announced, through its wholly-owned subsidiary ZF International B.V. (“ZF”), a public cash offer to Haldex’s shareholders to transfer their shares in Haldex to ZF for a consideration of SEK 100.00 per Haldex-share. On 14 September 2016, ZF announced an increase of the consideration under its offer to SEK 110.00 per Haldex share. On 16 September 2016, ZF announced another increase of the consideration under its offer to SEK 120.00 per Haldex share. For more information about ZF’s offer and the conditions of the offer, please refer to ZF’s announcement of 16 September 2016, ZF’s announcement of 14 September 2016, and ZF’s offer document, all of which are available at www.zf.com.
The Chairman of Haldex, Göran Carlson, has sold his shares in Haldex, representing approximately 5.7% of the total number of shares and votes in Haldex, to ZF. Please refer to ZF’s offer announcement of 14 September 2016 for more information about this agreement.
As a result of Göran Carlson having sold his shares in Haldex to ZF, Göran Carlson has not participated in the Board’s decision regarding the Statement. The Board has appointed Magnus Johansson as acting chairman for the purpose of handling the Board’s decisions in relation to the ongoing offers for Haldex.
Haldex has retained Lazard as financial adviser and Mannheimer Swartling as legal adviser.
THE BOARD’S EVALUATION OF THE INCREASED OFFER
The Board has previously recommended the Haldex shareholders to accept the offer by ZF, first at a level of SEK 100.00 per Haldex share, and subsequently at a level of SEK 110.00 per Haldex share. For more information about the Board’s assessment of ZF’s offer and the reasons for its recommendation, including its opinion on the effects the implementation of the offer may have on Haldex, specifically employment, and its views on ZF’s strategic plans for Haldex and the effect these may be expected to have on employment and the places where Haldex conducts its business, please refer to the Board’s statement of 4 August 2016, and the Board’s statement of 14 September 2016, both of which are available at http://corporate.haldex.com.
On 16 September 2016, Knorr-Bremse announced an increase of its competing public cash offer for all shares in Haldex to SEK 125.00 per Haldex share. For more information about Knorr-Bremse’s offer, please refer to Knorr-Bremse’s offer announcement of 16 August 2016 and Knorr-Bremes’s offer announcement of 16 September 2016, both of which are available at www.Knorr-BremseandHaldex.com.
Knorr-Bremse’s offer is financially superior to ZF’s offer. However, in arriving at its recommendation the Board has taken into account the ability to deliver attractive value with certainty to the shareholders. ZF has announced that it has received all necessary regulatory approvals and clearances, whereas there is a very real and material risk that Knorr-Bremse’s offer would fail to complete, after a lengthy and disruptive review process, taking into account, amongst other things, that Haldex conducts significant business in both the Truck and Trailer segments. Knorr-Bremse has done nothing to eliminate or reduce this risk. Knorr-Bremse has only stated that it is fully convinced that it will successfully complete the transaction, yet its offer entails that the Haldex shareholders will bear the ultimate risk since the completion of the offer is subject to Knorr-Bremse receiving all necessary regulatory approvals and clearances on terms that are acceptable to Knorr-Bremse. Furthermore, the offer does not include any commitments by Knorr-Bremse related to the regulatory process. Accordingly, the Board has decided to reaffirm its recommendation of the ZF offer, which delivers attractive value in the form of immediate upfront cash without any regulatory risk.
Based on the above, the Board unanimously recommends the Haldex shareholders to accept the increased offer by ZF.
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The Statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from the Statement shall be settled exclusively by Swedish courts.
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Landskrona, 19 september 2016
Haldex Aktiebolag (publ)
The Board of Directors
For further information, visit http://corporate.haldex.com or contact:
Magnus Johansson, Board member and acting chairman
Phone: +46 706 671812
Catharina Paulcén, SVP Corporate Communications
Phone: +46 418 476157
E-mail: catharina.paulcen@haldex.com
Haldex AB (publ) is required to publish the above information under the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication by the Haldex media contact stated in the release on Sept 19, 2016 at 7.30 CEST.
About Haldex
With more than 100 years of intensely focused innovation, Haldex holds unrivaled expertise in brake systems and air suspension systems for heavy trucks, trailers and buses. We live and breathe our business delivering robust, technically superior solutions born from deep insight into our customers’ reality. By concentrating on our core competencies and following our strengths and passions, we combine both the operating speed and flexibility required by the market. Collaborative innovation is not only the essence of our products – it is also our philosophy. Our 2,100 employees, spread on four continents, are constantly challenging the conventional and strive to ensure that the products we deliver create unique value for our customers and all end-users. We are listed on the Nasdaq Stockholm Stock Exchange and have net sales of approximately 4.8 billion SEK.
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