Knorr-Bremse acquires additional shares in Haldex and adjusts the terms of the Offer
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 will be published shortly before the beginning of the acceptance period for the Offer. 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.
Knorr-Bremse AG ("Knorr-Bremse") has acquired 1,575,039 additional shares in Haldex AB (publ) ("Haldex"), corresponding to 3.56 per cent of all shares and votes in Haldex, at a price of SEK 125 per share. The purchase agreement contains provisions on potential additional consideration. The terms of Knorr-Bremse's offer to the shareholders of Haldex is adjusted with a corresponding additional consideration.
“The acquisition of a further stake in Haldex again confirms the attractiveness of our offer to the shareholders of the company. It reflects the positive feedback from investors which we received over the last days”, said Klaus Deller, Chairman of the Executive Board of Knorr-Bremse. “We have clear indications that the recent statements by the management of Haldex with regard to our offer are not shared by a number of investors. We continue to pursue the compelling combination of Knorr-Bremse and Haldex due to its strong strategic rationale and the clear benefits for customers, employees and all other stakeholders.”
On 5 September 2016, Knorr-Bremse announced an all-cash offer (the "Offer") for all shares in Haldex of SEK 110.00 in cash per share. The consideration in the Offer was increased to SEK 125.00 in cash per share on 16 September 2016.
Knorr-Bremse has through an agreement on 22 September 2016 acquired 1,575,039 shares in Haldex outside the Offer, corresponding to 3.56 per cent of all shares and votes in Haldex, from Carnegie Fonder AB ("Carnegie") at a price of SEK 125.00 in cash per share. If Knorr-Bremse increases the Offer consideration, Carnegie is entitled to an amount equal to the increase as additional consideration. Furthermore, if Knorr-Bremse were to resell the shares acquired from Carnegie within 12 months from the date of the purchase agreement, Carnegie will be entitled to an additional consideration corresponding to 100 per cent of Knorr-Bremse's net profit (after deduction of any sales commission) from such resale. If the shares were to be resold after 12 months but within 18 months from the date of the purchase agreement, the additional consideration will instead be 50 per cent of the net profit.
On account of the agreement with Carnegie, the Offer terms are adjusted so that all shareholders in Haldex whose shares are acquired by Knorr-Bremse in the Offer are entitled to a corresponding additional consideration.
At the time of this announcement Knorr-Bremse owns in total 6,595,039 shares in Haldex, corresponding to 14.91 per cent of all shares and votes in Haldex. Other than that Knorr-Bremse does not hold any financial instruments that give financial exposure to Haldex shares. None of the shares in Haldex held by
Knorr-Bremse have been acquired at a price which is higher than the consideration in the Offer.
Joh. Berenberg, Gossler & Co. KG is financial advisor and Roschier Advokatbyrå is legal advisor to Knorr-Bremse in connection with the Offer.
For additional information contact:
Dr. Detlef Hug
Phone: +49 89 3547 1402
Phone: +49 89 3547 1498
Additional contacts for media in Germany
FTI Consulting SC
Phone: +49 69 92037 132
Thomas M. Krammer
Phone: +49 89 71042 2116
Additional contacts for media in Sweden
Phone: +46 8 31 17 70
For information and documentation regarding the Offer: www.Knorr-BremseandHaldex.com
This press release was submitted for publication on 23 September 2016 at 08.15 a.m. CEST.
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.