SAF-HOLLAND withdraws all-cash offer for Haldex AB
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.
Luxembourg, 25 August 2016 - SAF-HOLLAND GmbH (“SAF-HOLLAND”), a wholly-owned subsidiary of SAF-HOLLAND S.A., announced an all-cash offer for Haldex AB (publ) (“Haldex”) in the amount of SEK 94.42 per Haldex share on 14 July 2016 (the “Offer”). On 11 August 2016, SAF-HOLLAND gave notice, in light of a higher offer announced by another bidder on 4 August 2016, that the Offer price would not be increased.
The acceptance period for the Offer ended on 24 August 2016. As of the end of the acceptance period, 199,461 Haldex shares, representing 0.45 per cent of the outstanding shares and votes, had been tendered.
Completion of the Offer was, among other things, conditional upon the offer being accepted by Haldex’ shareholders to such an extent that SAF-HOLLAND would become the owner of shares representing more than 90 per cent of the outstanding shares in Haldex. This condition has not been satisfied. Thus, SAF-HOLLAND has decided to withdraw the Offer.
Accordingly, the shares tendered will not be acquired by SAF-HOLLAND and will remain in the respective holders’ ownership without any action needed on the part of the shareholder. As previously communicated, SAF-HOLLAND is holding 1,590,000 shares in Haldex, representing 3.6 per cent of the outstanding shares and votes, following purchases prior to the Offer announcement.
SAF-HOLLAND remains commited to generating value for all its stakeholders and delivering on its Strategy 2020. The Group sees itself very well positioned as it operates on the basis of a strong business model and long-standing relationships to its customers. Furthermore, it has a number of strategic initiatives underway to further expand its market presence and generate profitable growth.
SAF-HOLLAND S.A., located 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, the company 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 gear and is marketed under the brands SAF, HOLLAND, and Neway. SAF-HOLLAND sells its products to Original Equipment Manufacturers (OEMs) on six continents. The Group's Aftermarket business sells spare parts to the service networks of Original Equipment Suppliers (OES), as well as to end customers and service centers through its extensive global network of parts distribution centers. SAF-HOLLAND is one of the few suppliers in the truck and trailer industry that is internationally positioned in almost all markets worldwide.
SAF-HOLLAND contact for investors/analysts
Telephone: +49 (0)6095 301 617
Telephone: +49 (0)6095 301 255
Contact for Swedish media and investors
Telephone: +46 (0) 76 006 24 76
Telephone: +46 (0) 70 481 72 34
Contact for German media and additional contact for investors
Tel: +49 (0) 69 92037 132
Tel: +49 (0) 69 92037 120
This press release was submitted for publication on 25 August 2016 at 7:30 (CEST).
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 any such restrictions by any person.
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 or 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.
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 court’s judgment.
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.