BoD of Haldex in Relation to Increased Public Cash Offer by Knorr-Bremse
OREANDA-NEWS. The Board of Directors of Haldex unanimously recommends the shareholders of Haldex not to accept the increased offer made by Knorr-Bremse.
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 4 August 2016, ZF Friedrichshafen AG announced, through its wholly-owned subsidiary ZF International B.V. (“ZF”), a public cash offer to Haldex’s shareholders to transfer their shares in Haldex to ZF for a consideration of SEK 100.00 per Haldex-share.
On 14 September 2016, ZF announced an increase of the consideration under its offer to SEK 110.00 per Haldex share. On 16 September 2016, ZF announced another increase of the consideration under its offer to SEK 120.00 per Haldex share. The Chairman of Haldex, G?ran 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. Haldex has retained Lazard as financial adviser and Mannheimer Swartling as legal adviser. The Board has previously recommended the Haldex shareholders to accept the offer by ZF, first at a level of SEK 100.00 per Haldex share, and subsequently at a level of SEK 110.00 per Haldex share.
On 16 September 2016, Knorr-Bremse announced an increase of its competing public cash offer for all shares in Haldex to SEK 125.00 per Haldex share. Knorr-Bremse’s offer is financially superior to ZF’s offer. However, in arriving at its recommendation the Board has taken into account the ability to deliver attractive value with certainty to the shareholders. ZF has announced that it has received all necessary regulatory approvals and clearances, whereas there is a very real and material risk that Knorr-Bremse’s offer would fail to complete, after a lengthy and disruptive review process, taking into account, amongst other things, that Haldex conducts significant business in both the Truck and Trailer segments. Knorr-Bremse has done nothing to eliminate or reduce thisrisk.
Knorr-Bremse has only stated that it is fully convinced that it will successfully complete the transaction, yet its offer entails that the Haldex shareholders will bear the ultimate risk since the completion of the offer is subject to Knorr-Bremse receiving all necessary regulatory approvals and clearances on terms that are acceptable to Knorr-Bremse. Furthermore, the offer does not include any commitments by Knorr-Bremse related to the regulatory process. Accordingly, the Board has decided to reaffirm its recommendation of the ZF offer, which delivers attractive value in the form of immediate upfront cash without any regulatory risk. Based on the above, the Board unanimously recommends the Haldex shareholders to accept the increased offer by ZF.