Volkswagen announces results and extends the acceptance period in the offer for Scania
The offer referred to in this press release is not being made, whether directly or indirectly, in Canada, 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 press release and in the tender offer document which has been published on Volkswagen’s website www.volkswagenag.com/ir. 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 press release.
30 April 2014
On 21 February 2014, Volkswagen Aktiengesellschaft (“Volkswagen”) announced a public offer to the shareholders of Scania Aktiebolag (“Scania”) to tender all shares in Scania to Volkswagen at a price of SEK 200 in cash per share, regardless of share class (the “Offer”).
The shares tendered in the Offer at the end of the acceptance period on 25 April 2014, together with the shares already held or otherwise controlled by Volkswagen, amount to in aggregate 706,028,689 shares in Scania, comprising 389,937,855 A shares and 316,090,834 B shares, corresponding to 88.25 percent of the shares and 95.81 percent of the voting rights in Scania.
To provide the remaining shareholders of Scania more time to accept the Offer, the acceptance period has been extended until 16 May 2014 at 5:00 pm (CET). Volkswagen will, as soon as the Offer is accepted to such extent that Volkswagen becomes the owner of more than 90 percent of all shares in Scania, and provided that the other completion conditions continue to be fulfilled, declare the Offer unconditional and complete the Offer. As previously announced, the price is final and will not be increased.
“We are pleased that the broad majority of Scania’s minority shareholders have accepted our very attractive offer. This already takes us a major step forward towards our target of becoming the owner of more than 90 percent of all shares in Scania. On this basis, we are confident that during the extended acceptance period we will meet the necessary acceptance level for this transaction. This would be a milestone in the process of completing our integrated commercial vehicles group, which will be for the benefit of all parties involved”, said Hans Dieter Pötsch, Chief Financial Officer of Volkswagen.
Prior to announcement of the Offer, Volkswagen held or otherwise controlled in aggregate 501,089,097 shares in Scania, comprising 380,315,018 A shares and 120,774,079 B shares, corresponding to approximately 62.64 percent of the shares and 89.18 percent of the voting rights in Scania. Volkswagen has not acquired shares in Scania outside the Offer. Neither does Volkswagen hold any financial instruments in Scania that provide a financial exposure equivalent to a holding of shares in Scania.
At the end of the acceptance period on 25 April 2014, the Offer has been accepted by shareholders representing in total 204,939,592 shares in Scania, comprising 9,622,837 A shares and 195,316,755 B shares, corresponding to 25.62 percent of the shares and 6.63 percent of the voting rights in Scania.
As previously communicated, completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Volkswagen becomes the owner of more than 90 percent of all shares in Scania. Volkswagen has not reserved the right to waive such condition. Accordingly, the conditions for completion of the Offer have not yet been fulfilled.
Provided that the conditions for completion of the Offer have been fulfilled after the extended acceptance period, settlement for shares tendered in the Offer during the original acceptance period or the extension of the acceptance period is expected to take place not later than on or around 27 May 2014. Settlement will, with regard to shares tendered, take place before that date if the acceptance level condition is fulfilled and Volkswagen completes the Offer earlier.
For additional information, please contact:
Christine Ritz, Head of Group Investor Relations / Spokesperson for Finance, Volkswagen
Tel: +49 (0) 53 61 94 98 40, e-mail: email@example.com
Marco Dalan, Spokesperson for Finance, Volkswagen
Tel: +49 (0) 53 61 97 11 21, fax: +49 (0) 53 61 97 94 44, e-mail: firstname.lastname@example.org
This information was submitted for publication on 30 April 2014 at 08:30 am (CET).
Information about the Offer:
The Offer is not being made, directly or indirectly, in or into Canada, 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 Canada, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Canada, New Zealand or South Africa. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Canada, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release or in the offer document 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 Volkswagen AG. Any such forward-looking statements speak only as of the date on which they are made and Volkswagen 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 referenced in this press release is made for shares of Scania 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, Volkswagen AG and its affiliates or brokers (acting as agents for Volkswagen 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 Scania 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 Scania AB of such information. In addition, the financial advisors to Volkswagen AG, may also engage in ordinary course trading activities in securities of Scania AB, which may include purchases or arrangements to purchase such securities.
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 PRESS RELEASE OR DETERMINED WHETHER THIS PRESS RELEASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.