Knorr-Bremse's offer for Haldex: Supplement to the offer document made public
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 press release from Knorr-Bremse on 30 June 2017 and the press release from Haldex on 29 June 2017, 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 14 July 2017. 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 7 July 2017 at 2:00 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.