Knorr-Bremse takes note of statement by the Board of Haldex regarding its increased all-cash 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 recognizes that Board of Haldex confirms financial superiority of its offer
- Knorr-Bremse surprised to see that the Board of Haldex continues to recommend a lower offer despite willingness to explain regulatory approval approach
- Knorr-Bremse has carefully assessed the merger control situation and developed a comprehensive approach to receive merger control clearance in relevant markets, especially in Europe and the US
- Reiterates view on superior offer for shareholders, compelling strategic rationale, clear benefits for both companies
- Knorr-Bremse is confident that shareholders of Haldex take superiority of its higher offer into account when deciding about tendering their shares
With surprise, Knorr-Bremse AG takes note of the statement by the Board of Haldex regarding its increased all-cash offer of SEK 125 for Swedish Haldex Aktiebolag (“Haldex”), valuing the company at SEK 5.53 billion. Knorr-Bremse has made a superior offer to the shareholders of Haldex, based on a compelling strategic rationale of the proposed combination and the related benefits for Haldex. Knorr-Bremse is surprised about the Board’s recommendation of a lower offer Knorr-Bremse remains confident that shareholders of Haldex will take the superiority of its offer into account when deciding about tendering their shares.
“We are surprised about the decision by the Board of Haldex not to recommend our superior offer to shareholders. We are convinced that we can create more value from a strategic point of view and provide better prospects for Haldex. This is underlined by the very positive signals from investors on our offer increase and we are confident to successfully close this transaction" said Klaus Deller, Chairman of the Executive Board of Knorr-Bremse. "By alleging that we have done nothing to eliminate or reduce deal certainty risk, the Board of Haldex neglects various facts: The activities of Knorr-Bremse and Haldex are largely complementary and overlaps exist only in limited areas. Knorr-Bremse has developed a detailed clearance strategy, based on qualitative and quantitative arguments. If required by the authorities, Knorr-Bremse would be open to making concessions to obtain clearance. The Board has not given Knorr-Bremse the opportunity to present the clearance strategy. While it is premature to discuss our clearance strategy in public we remain willing to discuss our assessment that antitrust approval can be obtained with the Board of Haldex and their advisers.”
In light of the higher offer and the substantial additional value for shareholders, Knorr-Bremse questions whether the Board’s recommendation reflects the interest of the shareholders of Haldex. Knorr-Bremse also raises this question against the background that the company has received very positive feedback from investors for the offer during talks over the past days. Given the increased offer Knorr-Bremse is convinced that additional shareholders will very closely consider and recognize the superiority of its offer.
On 5 September 2016 Knorr-Bremse had announced an all-cash offer of SEK 110.00 per Haldex share and increased its offer to SEK 125 on 16 September. The combination of Haldex and Knorr-Bremse will create one of the leading systems suppliers with a clear focus on the commercial vehicle business and attractive growth opportunities for both companies. Together, Knorr-Bremse and Haldex will play a driving force in the commercial vehicle industry as it transforms towards automated driving.
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
This press release was submitted for publication on 19 September 2016 at 5:00 p.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.