Statement by the Board of Directors of Haldex in relation to the public cash offer by Knorr-Bremse
BACKGROUND
This statement (the “Statement”) is made by the Board of Directors (the “Board”) of Haldex Aktiebolag (“Haldex” or the “Company”) pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
On 5 September 2016, Knorr-Bremse AG (“Knorr-Bremse”) announced a public cash offer to Haldex’s shareholders to transfer their shares in Haldex to Knorr-Bremse. Knorr-Bremse is offering SEK 110.00 per Haldex share. For more information about the Knorr-Bremse offer, please refer to Knorr-Bremse’s announcement of its offer, available at www.Knorr-BremseandHaldex.com.
Earlier today ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V. (“ZF”), announced an increase of its public cash offer to Haldex’s shareholders from SEK 100.00 to SEK 110.00 per Haldex share. For more information about the increased offer by ZF, please refer to ZF’s announcement today, which is available at www.zf.com.
The Chairman of Haldex, Göran Carlson, AFA Försäkring and Handelsbanken Fonder, whose shareholdings in Haldex represent in aggregate approximately 17.06% of the total number of shares and votes in Haldex, have agreed to sell all their Haldex shares to ZF, subject to certain conditions. Please refer to ZF’s announcement of today for more information about these agreements.
As a result of Göran Carlson having agreed to sell his shares to ZF subject to certain conditions, Göran Carlson has not participated in the Board’s decision regarding the Statement. The Board has appointed Magnus Johansson as acting chairman for the purpose of handling the Board’s decisions in relation to the ongoing offers for Haldex.
Haldex has retained Lazard as financial adviser and Mannheimer Swartling as legal adviser.
THE BOARD’S EVALUATION OF OF KNORR-BREMSE’S OFFER
The Board has unanimously decided to recommend the Haldex shareholders to accept the increased offer by ZF, having concluded that the offer by ZF provides the Haldex shareholders with significantly greater deal certainty than Knorr-Bremse’s offer and is likely to close significantly faster than Knorr-Bremse’s offer. For more information about the reasons for the Board’s recommendation of ZF’s offer, please refer to the Board’s statement in relation to ZF’s increased offer that was announced earlier today through a separate press release, which is available at http://corporate.haldex.com.
On this basis, the Board unanimously recommends the Haldex shareholders not to accept the offer by Knorr-Bremse.
Under the Takeover Rules the Board is required, on the basis of Knorr-Bremse’s statements in the offer document concerning Knorr-Bremse’s offer, to make public its opinion of the effects the implementation of Knorr-Bremse’s offer may have on Haldex, specifically employment, and its views on Knorr-Bremse’s strategic plans for Haldex and the effect these may be expected to have on employment and the places where Haldex conducts its business. Knorr-Bremse has in this respect stated:
“Knorr-Bremse values the competence and expertise of Haldex’s management and the preservation of Haldex’s excellent employee relationship will be a key focus during integration. Managing the integration of Haldex as a highly valued asset of the group will be of full attention by Knorr-Bremse’s senior management. Knorr-Bremse does not currently intend to implement any material changes to Haldex’s operational sites, to its employees or their terms of employment.” The Board assumes that this description is accurate. However, in the Board’s opinion, the description does not address the risk of competition authorities seeking divestitures or other remedies in order to approve the completion of Knorr-Bremse’s offer. The Board is at this stage unable to assess the potential impact on the business of Haldex, its employees and its operational sites of any such remedies.
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The Statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from the Statement shall be settled exclusively by Swedish courts.
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Landskrona, 14 september 2016
Haldex Aktiebolag (publ)
The Board of Directors