Press Release

2016-Sep-14

ZF increases offer price for Haldex to SEK 110 per share in cash

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.

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ZF increases offer price for Haldex to SEK 110 per share in cash

  • Haldex’s Board of Directors unanimously supports ZF's offer and urges its shareholders to accept it
  • ZF controls more than 21 percent of Haldex’s total share capital
  • Expected completion of antitrust clearance by the end of this week allows for quick completion and offers enhanced transaction security to shareholders
  • Acceptance threshold lowered to 50 percent plus one share; initial acceptance period still to end on 30 September 2016

Friedrichshafen / Stockholm – 14 September 2016: ZF today announced that it has increased the price per share in its public cash offer for Haldex Aktiebolag (publ) (“Haldex”) to SEK 110, valuing Haldex at SEK 4.85 billion. ZF has received agreements to sell from key stakeholders, including Göran Carlson, Chairman of the Board of Directors of Haldex, and two leading Swedish institutional investors, representing more than 17 percent of Haldex’s share capital. Combined with the 4.18 percent held by ZF, this equates to a combined shareholding of over 21 percent of Haldex’s total share capital.

The Haldex Board of Directors has unanimously expressed its strong support for ZF's offer and urges its shareholders to accept it.

The Board recognises that ZF’s offer is expected to close much earlier than the counter offer, providing higher transaction certainty. ZF also received support from major customers of Haldex because it expects full antitrust clearance by the end of this week and thus is not subject to antitrust risks that could delay the process by several months.

Shareholders who have tendered their shares in Haldex at SEK 100 in cash per share will automatically benefit from the increased offer of SEK 110 in cash per share without further action.

A combination between ZF and Haldex offers unique opportunities for both companies to leverage their respective expertise and increase their value to customers and the market. ZF will invest in and expand Haldex’s product offering, driving innovation for commercial vehicles in the field of drivetrain and chassis, including brake and air suspension solutions to address future megatrends in mobility as outlined in ZF’s Strategy 2025.

Dr Stefan Sommer, Chief Executive Officer of ZF, said: “We have carefully considered our offer and continue to believe that ZF’s strategy and portfolio are excellently and fully complemented by Haldex’s focus on braking and air suspension systems. Together with the management of Haldex, ZF will continue to develop and expand Haldex’s market position. The increased offer reflects this potential we see in the combination of our business.”

Magnus Johansson, Member and Acting Chairman of the Board of Haldex, said: “The increased offer from ZF provides the shareholders of Haldex with greater deal certainty than Knorr-Bremse’s offer and is likely to close significantly faster.”

The Offer conditions regarding the required level of acceptance have been revised. The Offer is conditional upon ZF holding more than 50 percent of Haldex’s shares after the expiry of the initial acceptance period, which still ends on 30 September 2016. Once relevant regulatory approvals are complete and provided that the offer conditions have been satisfied or waived no later than on or around 5 October 2016, ZF expects to be able to begin settlement of the transaction by 7 October 2016.

Detailed terms and conditions of the Offer have been published in the formal announcement of the transaction under Swedish law. For a copy of the transaction document, please visit http://www.zf.com .

For a copy of Haldex’s Board of Directors recommendation, please visit Haldex’s website at www.haldex.com

This press release was submitted for publication on 14 September 2016 at 08:30 am CET.

About ZF

ZF is a global supplier focusing on driveline, chassis, electronics and safety technology for passenger cars and commercial vehicles as well as a range of industrial applications with a wide product portfolio and global reach. As of 31 December 2015, ZF’s workforce worldwide comprised approximately 138,000 employees in 40 countries. ZF reported sales of € 29.2 billion in 2015. For further information on ZF, please refer to its website (www.zf.com).

For further press information and photos please visit: www.zf.com

About Haldex

Haldex develops and provides brake products and air suspension systems for heavy vehicles. Haldex is headquartered in Landskrona, Sweden with offices in 18 countries and production facilities in Sweden, Germany, Hungary, China, India, Brazil, Mexico and the US. More than half of Haldex’s sales are generated in North America, one-third in Europe and the remainder in Asia and South America. During 2015, Haldex had approximately 2,140 employees. Haldex generated sales in the amount of SEK 4.8 billion during 2015.

For further information on Haldex, please refer to its website: www.haldex.com

IMPORTANT INFORMATION

Forward-looking statements

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.

Offer Restrictions

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.

MEDIA