Knorr-Bremse announces outcome and receives strong support for offer to Haldex shareholders
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.
- Acceptance level of 86.1 percent including shares already held by Knorr-Bremse
- Acceptance period extended until 28 February 2017
- Full commitment to pursue merger control process – EU referral granted and US filing submitted
“We are delighted about the strong support by investors. It confirms the attractiveness of our offer and also the strategic rationale of the proposed business combination. Haldex represents a strong addition to Knorr-Bremse and a highly valued asset for our combined group. We are convinced that we will be able to create numerous advantages for all stakeholders, including employees, customers and business partners,” said Klaus Deller, Chairman of the Executive Board of Knorr-Bremse. “We will continue to work with full commitment on the merger control process where we have achieved two important milestones already. Based on the open dialog with the authorities we are confident that we will obtain all necessary merger control approvals.”
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 shares tendered in the Offer at the end of the acceptance period on 5 December 2016, together with the shares already held by Knorr-Bremse, amount to in aggregate 38,072,860 shares in Haldex, corresponding to 86.1 percent of the share capital and voting rights in Haldex.
The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Knorr-Bremse becomes the owner of more than 50 percent of all shares in Haldex and all necessary clearances from authorities are obtained. Thus, the minimum acceptance level condition is currently met but remains until the Offer is declared unconditional.
Knorr-Bremse has already been granted a request for referral to the EU Commission and thereby entered the pre-notification phase in the European Union. In addition, Knorr-Bremse has submitted the necessary filing under the HSR Act in the United States. To achieve merger control approvals, a longer merger clearance period has proved necessary. Thus, this condition is not yet met and Knorr-Bremse will revert with more details as appropriate.
In view of the longer clearance period and to allow further shares to be tendered, Knorr-Bremse has decided to extend the acceptance period until and including 28 February 2017, 5:00 pm (CET). Settlement will be initiated as soon as Knorr-Bremse announces that the conditions for the Offer have been fulfilled or Knorr-Bremse otherwise decides to complete the Offer. If such announcement takes place on 3 March 2017, at the latest, settlement is expected to be initiated around 10 March 2017.
Knorr-Bremse has outside the Offer acquired in total 6,595,039 shares in Haldex, corresponding to 14.92 percent of the share capital and voting rights in Haldex. None of these shares have been acquired at a price which exceeds the consideration in the Offer. Other than that Knorr-Bremse does not hold any financial instruments that give financial exposure to Haldex shares.
At the end of the original acceptance period on 5 December 2016, the Offer had been accepted by shareholders representing in total 31,477,821 shares in Haldex, corresponding to 71.2 percent of the share capital and voting rights in Haldex.
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 AB
Johan Hähnel
Email: Johan.Hahnel@comir.se
Phone: +46 8 31 17 70
This press release was submitted for publication on 7 December 2016 at 8.15 a.m. CET.
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.
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