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Press Release

ZF increases offer price for Haldex to SEK 120 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.

  • ZF controls 21.24 percent of Haldex’s total share capital
  • All regulatory conditions have been met, allowing quick completion of the offer
  • Acceptance threshold remains at 50 percent plus one share
  • Acceptance period extended to 3 October 2016
  • Quick completion avoids uncertainty for Haldex and its stakeholders

Friedrichshafen / Stockholm – 16 September 2016: ZF today announced its decision to increase the price per share in its public cash offer for Haldex Aktiebolag (publ) (“Haldex”) from SEK 110 to SEK 120. ZF has previously received full antitrust clearance in all relevant markets, 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.

The conditions of ZF’s all-cash offer remain unchanged and require ZF to hold more than 50 percent of Haldex’s shares after the expiry of the acceptance period, which has been extended to 3 October 2016.

Dr Stefan Sommer, Chief Executive Officer of ZF, said: “We have carefully analysed the situation and decided to increase our offer to SEK 120 per share. Haldex and ZF are a perfect strategic, commercial and technological fit. By accepting ZF’s offer, a prolonged period of uncertainty for the company, its employees and customers, which could harm Haldex’s business and the value of the company, can be avoided.”

ZF has received antitrust clearance in all relevant markets. The offer thus represents a safe option for Haldex shareholders. ZF can complete the offer very quickly. Shareholders who have tendered their shares in Haldex under previous offer conditions will automatically benefit from the increased offer of SEK 120 in cash per share without further action.

The same conditions apply as in the offer document from 19 August 2016 as amended by the press releases on 14 September 2016 in respect of the decrease of the acceptance level from more than 90 % to more than 50 percent of the share capital in Haldex and receipt of all necessary approvals and clearances. 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. Provided that the offer conditions have been satisfied or waived no later than on or around 6 October 2016, ZF expects to be able to begin settlement of the transaction on or around 10 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 www.zf.com .

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

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ZF increases offer price for Haldex to SEK 120 per share in cash
Press Release
16/09/2016

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Mirko Gutemann
Mirko Gutemann
Business and Finance Communications

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