The Swedish Securities Council has granted permission to extend the acceptance period on Knorr-Bremse’s offer for all shares in Haldex
Haldex Board of Directors has endorsed Knorr-Bremse’s request for an extension
The Swedish Securities Council has granted permission to extend the acceptance period to 26 September 2017 and permits closing of acceptance period prior to 26 September if relevant regulatory approvals have been obtained earlier.
In their request to the Swedish Securities Council, Knorr-Bremse is describing the background to the requested extension:
Challenges have surfaced during the merger clearance process in the form of negative market reactions on the contemplated transaction and the complexity of carve-out exercises related to potential remedies (which Knorr-Bremse is preparing). On this basis, Knorr-Bremse's assessment is that the possibilities to obtain merger clearance on terms acceptable to Knorr-Bremse, will be significantly enhanced should Knorr-Bremse have additional time to provide more thorough and detailed information to the authorities and prepare potential remedies. The information exchange and cooperation with Haldex is well functioning and Knorr-Bremse believes that an extension of the acceptance period would ease the time pressure on both parties and be in the interest of Haldex shareholders.
Knorr-Bremse hereby requests that the Securities Council permit Knorr-Bremse to, for the purpose of maximizing its possibilities to fulfil the regulatory approvals condition in the Offer, extend the acceptance period by an additional three months, up to and including 26 September 2017. In Knorr-Bremse's opinion, the period requested should be sufficient for the competition assessment process and the offer process to be completed, including a revised recommendation by the Target board and a supplement to the offer document.
In order to avoid dragging out the Offer unnecessarily, Knorr-Bremse also requests that the Securities Council permit Knorr-Bremse to discontinue the acceptance period earlier than 26 September 2017 if relevant regulatory approvals are obtained prior to that date. Knorr-Bremse considers that this procedure would be in the interests of both the Target company and its shareholders. If an exemption is granted on these terms, Knorr-Bremse will provide details in the press release about the extension and, when regulatory approvals have been obtained, will announce that the acceptance period has been discontinued before the deadline, giving the Target company time to potentially revise its recommendation and then make any additions to the offer document containing any revised recommendation by the Target company and details of the deadline for acceptances and the date of payment of consideration.
Statement from Haldex’ Board of directors
Haldex Board of directors has been given the opportunity to comment and has endorsed that the Swedish Security Council grants exceptions to the above mentioned rule in accordance with Knorr-Bremse's request. Haldex Board of directors shares Knorr-Bremse's perception of the complexity of the process.
Extract from the statement from the Swedish Securities council
“Knorr-Bremse has requested to extend the total acceptance time for the offer on Haldex, from the current ten weeks, with three additional months up to and including 26 September 2017. In the light of the reasons given for such extension and taking into account that Haldex without reservations has endorsed such extension, the opinion of the council is that Knorr-Bremse’s request shall be granted.
A public takeover bid is a tender with a certain acceptance period. The bidder cannot unilaterally shorten the acceptance period unless an explicit reservation is made on that matter. However, in the present case, Knorr-Bremse intends to make such a reservation when extending the acceptance period. Provided that, in good time, at least two weeks in advance, Knorr-Bremse also informs shareholders and the market that the acceptance period will expire earlier than originally announced, it is the opinion of the council, that it shouldn’t, from the point of view of good practice, in this particular case, face any objections to close the acceptance period earlier than September 26, 2017 if relevant regulatory approvals are obtained prior to this date.”
Full versions
All documents related to the public offer, including links to Knorr-Bremse’s press release about the extension of the acceptance period as well as the full statement from the Swedish Securities council is available at http://corporate.haldex.com/en/investors/public-offer
For further information visit http://corporate.haldex.com or contact:
Catharina Paulcén, SVP Corporate Communications, catharina.paulcen@haldex.com or +46 418-476157
The information was submitted for publication by the Haldex media contact stated in the release on April 26, 2017 at 17.45 CEST.
THIS DOCUMENT IS AN UNOFFICIAL TRANSLATION OF THE SWEDISH VERSION. IN THE EVENT OF ANY DISCREPANCIES BETWEEN THE VERSIONS, THE SWEDISH SHALL PREVAIL.
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 4.4 billion SEK.
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