OREANDA-NEWS. The Board of Directors of Haldex unanimously recommends that the shareholders of Haldex accept the offer by ZF.



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”).

ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V. (“ZF”) has today announced a public cash offer to Haldex’s shareholders to transfer their shares in Haldex to ZF (the “Offer”). ZF is offering SEK 100.00 per Haldex share (the “Cash Consideration”), which corresponds to a total offer
value of approximately SEK 4,411 million.

The Cash Consideration represents a premium of approximately:

  ·  34.4% per share compared to the volume-weighted average price for the Haldex share on Nasdaq Stockholm during the three months prior to the announcement of SAF-HOLLAND GmbH’s public cash offer announced on 14 July 2016 to Haldex’s shareholders to transfer their shares in Haldex to SAF-HOLLAND (14.9% per share compared to the volume-weighted average price during the three months prior to 4 August 2016);
  ·  43.7% per share compared to the volume-weighted average price for the Haldex share on Nasdaq Stockholm during the six months prior to the announcement of SAF-HOLLAND’s offer on 14 July 2016 (29.5% per share compared to the volume -weighted average price during the six months prior to 4 August 2016); and
  ·  17.3% per share compared to the closing price of SEK 85.25 for the Haldex share on Nasdaq Stockholm on 13 July 2016, which was the last trading day prior to the announcement of SAF-HOLLAND’s offer (the Offer represents a 4.1% per share discount compared to the closing price of SEK 104.25 for the Haldex share on Nasdaq Stockholm on 3 August 2016, which was the last trading day prior to the announcement of the Offer).

The acceptance period of the Offer is expected to commence on or around 22 August 2016 and expire on or around 30 September 2016, subject to any extensions.

Completion of the Offer is conditional upon, amongst other things, that shareholders of Haldex accept the Offer to such an extent that ZF becomes the owner of shares in Haldex representing more than 90% of the total number of shares in Haldex and the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in ZF’s opinion, are acceptable. ZF has reserved the right to in whole or in part waive these and other conditions for completion of the Offer.

The Board has, at the written request of ZF, permitted ZF to carry out a limited confirmatory due diligence review of Haldex in relation to the preparation of the Offer. ZF has not received any non-public information that could reasonably be expected to affect the price of the Haldex share in connection with such review.

The Chairman of Haldex, G?ran Carlson, whose shareholding in Haldex represents approximately 5.7% of the total number of shares and votes in Haldex, has undertaken to ZF to accept the Offer, subject to certain conditions. Please refer to ZF’s announcement of the Offer for more information about this acceptance undertaking.