This press release is not and must not, directly or indirectly, be distributed or made public in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The offer is not being made to, nor will any tender of shares be accepted from, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. This is a translation of the original Swedish language press release. In the event of a dispute, the original Swedish wording shall prevail.
Friedrichshafen / Stockholm – 19 August 2016: ZF Friedrichshafen AG (“ZF Friedrichshafen”), through its wholly-owned subsidiary ZF International B.V. (“ZF”), on 4 August 2016 announced a recommended public cash offer to the shareholders of Haldex Aktiebolag (publ) (“Haldex”) to tender all their shares to ZF for SEK 100.00 per share (the “Offer”).
[In the event that Haldex pays dividends or executes any other value transfer, pecuniary or in kind, to its shareholders, for which the record date occurs before settlement in the Offer, the cash consideration of the Offer will be reduced accordingly.]
The offer document regarding the Offer has now been approved and registered by the Swedish Financial Supervisory Authority. The offer document was made public today.
The offer document together with the acceptance form is available on ZF’s webpage (www.zf.com), Haldex’s webpage (www.haldex.com) and Handelsbanken’s webpage (the settlement agent) (www.handelsbanken.se/investeringserbjudande). The offer document, a pre-printed acceptance form and a self-addressed envelope will be sent to all shareholders of Haldex whose shares are directly registered with Euroclear Sweden AB as of 19 August 2016. Printed copies of the offer document and the acceptance form may also be ordered at no cost at +46 (0) 480 404 109.
The acceptance period of the Offer will start on 22 August 2016 and end on 30 September 2016.
Settlement will begin as soon as ZF has announced that the conditions for the Offer have been satisfied or ZF has otherwise resolved to complete the Offer. Assuming that such announcement is made no later than around 5 October 2016, settlement is expected to commence on or around 7 October 2016.
ZF reserves the right to, one or several times, extend the acceptance period for the Offer and to postpone the settlement date. ZF will announce any extension(s) of the acceptance period and/or postponement(s) of the settlement date by press release in accordance with applicable laws and regulations.
Contact for media and investors:
ZF Friedrichshafen AG
Andreas Veil, Head of Business and Finance Communications
Phone: +49 7541 777925
Mobile: +49 170 9198465
Contact for Swedish media and investors
Fogel & Partners
Mobile: +46 722 044 750
Contact for German Media and additional contact for investors
CNC - Communications & Network Consulting
Mobile: +49 174 234 2808
Mobile: +44 7776 162 997
This press release was submitted for publication on 19 August 2016 at 12.30 pm CEST.
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections as well as benefits of the Offer, are forward-looking statements. Forward-looking statements may generally, but not always, be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “intends,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could,” or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of Haldex resulting from and following the Offer. 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 ZF and Haldex, including but not limited to the effect of changes in general economic conditions, the level of interest rates, fluctuations in product demand, competition, technological change, employee relations, planning and property regulations, natural disasters and the potential need for increased capital expenditure (such as resulting from increased demand, new business opportunities and deployment of new technologies). Any such forward-looking statements speak only as of the date on which they are made and neither ZF nor Haldex has (or undertakes) any 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.
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. ZF, to the fullest extent permitted by applicable law, disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, and will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facilities of a national securities exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
ZF will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported acceptance by a person located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any agent, fiduciary or other intermediate acting on a non-discretionary basis for a principal giving instructions from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, is not located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and is not participating in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, that is located outside Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and that is not giving an order to participate in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
Notwithstanding the foregoing, ZF reserves the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, ZF is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations.
Citi is acting as financial adviser to ZF Friedrichshafen, and no one else, in connection with the Offer. Citi will not be responsible to anyone other than ZF Friedrichshafen for providing advice in relation to the Offer. The information has been provided by ZF Friedrichshafen and, with respect to Haldex, by Haldex and taken from Haldex’s publicly available information. Citi has not assumed any obligation to independently verify, and disclaims any liability with respect to, the information herein.
Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Offer or otherwise.
The figures reported in this press release have been rounded off as appropriate.
1 In the event that Haldex pays dividends or executes any other value transfer, pecuniary or in kind, to its shareholders, for which the record date occurs before settlement in the Offer, the cash consideration of the Offer will be reduced accordingly.