NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Friedrichshafen (Germany), September 12, 2019 - ZF Friedrichshafen AG (“ZF”) is making good progress with the new planned strategic focus in the commercial brakes area. As a result of this, ZF is considering options to divest its stake in Haldex AB (“Haldex”) subject to market conditions. ZF through its wholly-owned subsidiary ZF International B.V. currently holds c. 8.9 million shares in Haldex, representing approximately 20% of Haldex’s outstanding share capital.
This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia) (the “United States”), Australia, Canada or Japan or any jurisdiction into which the same would be unlawful.
This announcement is for information purposes only and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase or subscribe for shares of Haldex in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation is or may be unlawful and should not be relied upon in connection with any decision to acquire the shares of Haldex.
In member states of the European Economic Area (“EEA”), this announcement is only addressed to and directed at persons who are ‘qualified investors’ within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) (“Qualified Investors”). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order; and (c) other persons to whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities for sale in or into the United States. The shares of Haldex have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the laws of any State of the United States and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The distribution of this announcement in certain jurisdictions may be restricted by law. The shares of Haldex may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction outside the United Kingdom. No action has been taken by ZF or any of its respective affiliates that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by ZF to inform themselves about, and to observe, any such restrictions. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.