OREANDA-NEWS. The Board of Directors of Haldex unanimously recommends the shareholders of Haldex not to accept the offer made by SAF-HOLLAND.

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”).

SAF-HOLLAND GmbH (“SAF-HOLLAND”), a wholly-owned subsidiary of SAF-HOLLAND S.A., announced on 14 July 2016 a public cash offer to Haldex’s shareholders to transfer their shares in Haldex to SAF-HOLLAND (the “SAF-HOLLAND Offer”). SAF -HOLLAND is offering SEK 94.42 per Haldex share, which corresponds to a total offer value of approximately SEK 4,165 million. For more information about the SAF-HOLLAND Offer, please refer to SAF-HOLLAND’s announcement of its offer.

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

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 ZF Offer, subject to certain conditions. Please refer to the announcement of the ZF Offer for more information about this acceptance undertaking.

As a result of G?ran Carlson having undertaken to accept the ZF Offer subject to certain conditions, G?ran 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 offers.

Haldex has retained Lazard as financial adviser and Mannheimer Swartling as legal adviser.

THE BOARD’S EVALUATION OF THE SAF-HOLLAND OFFER

The Board has unanimously decided to recommend the Haldex shareholders to accept the ZF Offer, which is clearly superior to the SAF-HOLLAND Offer. Please refer to the Board’s statement in relation to the ZF Offer that was announced through a separate press release earlier today. On this basis, the Board unanimously recommends the Haldex shareholders not to accept the SAF-HOLLAND Offer.

Under the Takeover Rules the Board is required, on the basis of SAF-HOLLAND’s statements in the offer document concerning the SAF-HOLLAND Offer, to make public its opinion of the effects the implementation of the SAF-HOLLAND Offer may have on Haldex, specifically employment, and its views on SAF-HOLLAND’s strategic plans for Haldex and the effect these may be expected to have on employment and the places where Haldex conducts its business.



SAF-HOLLAND has in this respect stated: “SAF-HOLLAND values the competence of Haldex’s management and employees, and intends to continue to safeguard the excellent relationship that Haldex has to its employees. With SAF-HOLLAND’s knowledge of Haldex and in light of the current market conditions, SAF-HOLLAND does not intend to, as a result of the implementation of the Offer, make any material changes for management and employees (including terms of employment) or for the employment and operations on the locations where Haldex conducts business. The implementation of the Offer is not expected to involve any material changes for the management or employees of SAF-HOLLAND.” The Board assumes that this description is accurate and has in relevant aspects no reason to take a different view.