SAF-HOLLAND publishes offer document for all-cash offer for Haldex: acceptance period commences on 1 August
The offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction in which the making of the offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
- Offer document regarding SAF-HOLLAND’s offer to the shareholders of Haldex made public today
- Haldex shareholders can tender shares beginning on 1 August 2016
- Offer price of SEK 94.42 per share represents a substantial premium of 26.8 per cent over Haldex’ volume-weighted average share price as quoted on Nasdaq Stockholm during the last three months prior to 14 July 2016, the day of announcement of the offer
Luxembourg, 1 August 2016 - SAF-HOLLAND GmbH (“SAF-HOLLAND”), a wholly- owned subsidiary of SAF-HOLLAND S.A., has today published the offer document for the all-cash offer for Haldex AB (publ) (“Haldex”) which was announced on 14 July 2016.
The offer document, which has been approved and registered by the Swedish Financial Supervisory Authority, is available, together with the acceptance form, on SAF-HOLLAND’s website (www.safholland.com), and on the website of Carnegie (www.carnegie.se) which is acting as local settlement agent. It will also be distributed to all Haldex’ shareholders whose shares were directly registered with Euroclear Sweden AB on 29 July 2016.
The offer price amounts to SEK 94.42 in cash per Haldex share and represents a substantial premium of 26.8 per cent over Haldex’ volume-weighted average share price as quoted on Nasdaq Stockholm during the last three months up to 14 July 2016, the day of announcement of the offer. The acceptance period for the offer commences on 1 August and ends on 24 August 2016.
The merger control clearance process has been initiated. Relevant clearances are expected to be obtained prior to the end of the acceptance period in the offer.
Assuming that the offer is declared unconditional no later than around 26 August 2016, settlement is expected to begin around 31 August 2016. SAF-HOLLAND reserves the right to extend the acceptance period for the offer, as well as the right to postpone the settlement date.
The proposed combination of SAF-HOLLAND and Haldex follows a compelling strategic rationale due to the highly complementary businesses – both in terms of products and regional footprint. SAF-HOLLAND and Haldex would together form a new integrated champion for chassis-related commercial vehicle components, creating a one-stop shopping provider for aggregate solutions offering the entire range of chassis-related modules – from Electronic Braking System modules installed together with brakes to axles systems combined with suspensions. Furthermore, SAF-HOLLAND and Haldex can establish a clear front-runner position in the high-margin, low cyclical aftermarket business. Haldex would gain access to SAF-HOLLAND’s 9,000 aftermarket and service stations, unlocking a unique worldwide distribution network for spare parts. Moreover, SAF-HOLLAND’s close relationships with major global fleet operators would enable the combined group to further improve the approach towards end customers and develop products that meet exactly their needs; end customers are a strategically important target group as they play a key part in the decision which components are purchased by truck and trailer manufacturers, and SAF-HOLLAND maintains a compelling exposure towards them.
SAF-HOLLAND, with headquarters in Luxembourg, is the largest independent listed supplier to the commercial vehicle market in Europe. With sales of approximately EUR 1,060 million in 2015 and more than 3,100 employees, SAF-HOLLAND is one of the world’s leading manufacturers and suppliers of chassis-related systems and components primarily for trailers, trucks, buses, and recreational vehicles. The product range comprises axle and suspension systems, fifth wheels, kingpins and landing gears and is marketed under the brands SAF, Holland, and Neway. SAF-HOLLAND sells its products to Original Equipment Manufacturers (OEMs) on six continents. In the aftermarket, the SAF-HOLLAND Group sells spare parts to the Original Equipment Service (OES) of the manufacturers and to end customers and service centers through its extensive global service and distribution network. SAF-HOLLAND is one of the few suppliers in the truck and trailer industry that is internationally positioned in almost all markets worldwide.
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. The Company lives and breathes its business delivering robust, technically superior solutions born from deep insight into the customers’ reality. By concentrating on its core competencies and following its strengths and passions, Haldex combines both the operating speed and flexibility required by the market. Collaborative innovation is not only the essence of the Company’s products – it is also its philosophy. Haldex’ 2,140 employees, spread on four continents, are constantly challenging the conventional and strive to ensure that the products the Company delivers create unique value for its customers and all end-users. Haldex is listed on the Nasdaq Stockholm Stock Exchange and had net sales of approximately SEK 4.8 billion in 2015.
This press release was submitted for publication on 1 August 2016 at 07:45 a.m. (CET).
SAF-HOLLAND contact for investors/analysts
Telephone: +49 (0)6095 301 617
Telephone: +49 (0)6095 301 255
Contact for Swedish media and additional contact for investors
Mobile: +46 (0) 70 492 1936
Mobile: +46 (0) 70 481 72 34
Contact for German media and additional contact for investors
Mobile: +49 (0) 69 92037 132
Thomas M. Krammer
Mobile: +49 (0) 89 710 422 116
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, SAF-HOLLAND disclaims any responsibility or liability for the violations of require further offer documents, filings or other measures in addition to those required under Swedish law.
Statements in this press release 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 SAF-HOLLAND and Haldex. Any such forward-looking statements speak only as of the date on which they are made and SAF-HOLLAND 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.
Notice to shareholders in the United States
The offer is being made for the securities of a Swedish company and is subject to Swedish disclosure requirements, which are different from those in the United States. Also, the settlement procedure with respect to the offer will comply with Swedish law, which differs from US domestic tender procedures in certain material respects, particularly with regard to the date of payment of consideration. The offer is being made in reliance upon exemptions afforded by Rule 14d-1(c) under the US Securities Exchange Act of 1934.
It may be difficult for investors in the United States to enforce their rights and any claim they may have arising under federal securities laws since the companies are located in a non-US jurisdiction, and some or all of their officers may be residents of non-US jurisdictions. Such US investors may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a US
In accordance with normal Swedish market practice, SAF-HOLLAND, its nominees or its brokers (acting as agents) may from time to time make certain acquisitions or arrangements to acquire Haldex shares outside the United States, other than pursuant to the offer, before the offer commences and through the expiration of the offer. These acquisitions may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such acquisitions will be disclosed to the extent required by Swedish law or rules or regulations.
The offer in the United States is being made solely by SAF-HOLLAND and not by any other person.