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Press Release

ZF receives full antitrust clearance for its all-cash offer for Haldex

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.

  • All regulatory conditions have been met, allowing quick completion of the offer
  • The only condition for the acquisition of the 17.06 percent stake in Haldex as announced this morning has been satisfied
  • ZF will thereafter own 21.24 percent of Haldex shares
  • ZF is in discussion with other key investors to further increase its shareholding

Friedrichshafen / Stockholm – 14 September 2016: ZF was informed today that its all-cash offer for Haldex Aktiebolag (publ) (“Haldex”) has been cleared by all relevant antitrust authorities. The unconditional antitrust clearance in all relevant jurisdictions has been obtained within just four weeks.

ZF announced earlier today that it has increased its all-cash offer for Haldex to SEK 110 per share from its initial offer of SEK 100 per share. Shareholders can be assured that the transaction will proceed fully as planned. 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.

ZF has purchased shares representing 17.06 percent of Haldex’s total share capital from three major shareholders. The closing of these share transfers to ZF will be initiated on 15 September 2016, thus increasing ZF’s total shareholding in Haldex to 21.24 percent. In addition, ZF is in discussions with other key investors to further increase its shareholding.

A combination between ZF and Haldex offers unique opportunities for both companies .The Board has unanimously recommended Haldex’s shareholders to accept ZF’s offer.

ZF’s offer is conditional upon ZF holding more than 50 percent of Haldex’s shares after the expiry of the initial acceptance period, which ends on 30 September 2016. Otherwise, the same conditions apply as in the offer document from 19 August 2016 as amended by the press release earlier today in respect of the decrease of the acceptance level from more than 90 % to more than 50 percent of the share capital in Haldex. ZF reserves the right to waive, in whole or in part, the conditions to the offer and to complete the offer at a lower level of acceptance.

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 10.00pm 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.

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