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 – ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V. (“ZF”), announced on 16 September 2016 a raised recommended public cash offer (the “Offer”) to the shareholders of Haldex Aktiebolag (publ) (“Haldex”) to tender all their shares to ZF for SEK 120 in cash per share.
Dr Stefan Sommer, CEO of ZF Friedrichshafen AG, said yesterday in Stockholm: “The offer period, which ends on 3 October 2016, will not be extended unless all the conditions for the Offer have been met including the requirement to acquire more than 50 percent of the total number of shares in Haldex. The Offer price of SEK 120 in cash per share will not be raised.
ZF has already received all necessary antitrust clearances, allowing for a quick completion of the Offer. This ensures a short offer process and transaction certainty for shareholders and thus avoids uncertainty for Haldex, its business and customers. Both the Board of Directors of Haldex and the Swedish Shareholders’ Association have recommended the shareholders of Haldex to accept the Offer.
ZF will comment on the result until 6 October 2016, after the end of the offer period on 3 October 2016.
For further information regarding the Offer see ZF's offer document from 19 August 2016 and the supplement to the offer document from 19 September 2016, which are available on www.zf.com and www.handelsbanken.se/investeringserbjudande .
This press release was submitted for publication on 29 September 2016 at 10.00 CET.
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.