Statement by the Board of Directors of Haldex in relation to the increased public cash offer by Knorr-Bremse
The Board of Directors of Haldex unanimously recommends the shareholders of Haldex not to accept the increased offer made by Knorr-Bremse.
BACKGROUND
This statement (the “Statement”) is made by the Board of Directors (the “Board”) of Haldex Aktiebolag (“Haldex” or the “Company”) pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
On 16 September 2016, Knorr-Bremse AG (“Knorr-Bremse”) announced an increase of the consideration under its public cash offer to Haldex’s shareholders, to transfer their shares in Haldex to Knorr-Bremse, to SEK 125.00 per Haldex share. For more information about Knorr-Bremse’s increased offer, please refer to Knorr-Bremse’s announcement of its increased offer, available at www.Knorr-BremseandHaldex.com.
On 16 September 2016, ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V. (“ZF”), also announced an increase of its public cash offer to Haldex’s shareholders to SEK 120.00 per Haldex share. For more information about the increased offer by ZF, please refer to ZF’s announcement of its increased offer, which is available at www.zf.com.
The Chairman of Haldex, Göran Carlson, has sold his shares in Haldex, representing approximately 5.7% of the total number of shares and votes in Haldex, to ZF. Please refer to ZF’s offer announcement of 14 September 2016 for more information about this agreement.
As a result of Göran Carlson having sold his shares in Haldex to ZF, Göran Carlson has not participated in the Board’s decision regarding the Statement. The Board has appointed Magnus Johansson as acting chairman for the purpose of handling the Board’s decisions in relation to the ongoing offers for Haldex.
Haldex has retained Lazard as financial adviser and Mannheimer Swartling as legal adviser.
THE BOARD’S EVALUATION OF THE INCREASED OFFER
The Board has unanimously decided to recommend the Haldex shareholders to accept the increased offer by ZF of SEK 120.00 per Haldex share, having concluded that there is a very real and material risk that Knorr-Bremse’s offer would fail to complete after a lengthy and disruptive review process and that Knorr-Bremse has done nothing to eliminate or reduce this risk, which under Knorr-Bremse’s offer would ultimately be borne by the Haldex shareholders. For more information about the reasons for the Board’s recommendation of ZF’s offer, please refer to the Board’s statement in relation to ZF’s increased offer that was announced earlier today through a separate press release, which is available at http://corporate.haldex.com. For information about the Board’s opinion of the effects the implementation of Knorr-Bremse’s offer may have on Haldex, specifically employment, and its views on Knorr-Bremse’s strategic plans for Haldex and the effect these may be expected to have on employment and the places where Haldex conducts its business, please refer to the Board’s statement in relation to Knorr-Bremse’s offer of 5 September 2016, which is available at http://corporate.haldex.com.
On this basis, the Board unanimously recommends the Haldex shareholders not to accept the increased offer by Knorr-Bremse.
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The Statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from the Statement shall be settled exclusively by Swedish courts.
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Landskrona, 19 september 2016
Haldex Aktiebolag (publ)
The Board of Directors
For further information, visit http://corporate.haldex.com or contact:
Magnus Johansson, Board member and acting chairman
Phone: +46 706 671812
Catharina Paulcén, SVP Corporate Communications
Phone: +46 418 476157
E-mail: catharina.paulcen@haldex.com
Haldex AB (publ) is required to publish the above information under the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication by the Haldex media contact stated in the release on Sept 19, 2016 at 7.30 CEST.
About Haldex
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. We live and breathe our business delivering robust, technically superior solutions born from deep insight into our customers’ reality. By concentrating on our core competencies and following our strengths and passions, we combine both the operating speed and flexibility required by the market. Collaborative innovation is not only the essence of our products – it is also our philosophy. Our 2,100 employees, spread on four continents, are constantly challenging the conventional and strive to ensure that the products we deliver create unique value for our customers and all end-users. We are listed on the Nasdaq Stockholm Stock Exchange and have net sales of approximately 4.8 billion SEK.
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