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ZF Increases Offer Price for Haldex to SEK 110 Per Share in Cash
ZF today announced that it has increased the price per share in its public cash offer for Haldex Aktiebolag (publ) (“Haldex”) to SEK 110, valuing Haldex at SEK 4.85 billion. ZF has received agreements to sell from key stakeholders, including G?ran Carlson, Chairman of the Board of Directors of Haldex, and two leading Swedish institutional investors, representing more than 17 percent of Haldex’s share capital. Combined with the 4.18 percent held by ZF, this equates to a combined shareholding of over 21 percent of Haldex’s total share capital.
The Haldex Board of Directors has unanimously expressed its strong support for ZF's offer and urges its shareholders to accept it.
The Board recognises that ZF’s offer is expected to close much earlier than the counter offer, providing higher transaction certainty. ZF also received support from major customers of Haldex because it expects full antitrust clearance by the end of this week and thus is not subject to antitrust risks that could delay the process by several months.
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.
A combination between ZF and Haldex offers unique opportunities for both companies to leverage their respective expertise and increase their value to customers and the market. ZF will invest in and expand Haldex’s product offering, driving innovation for commercial vehicles in the field of drivetrain and chassis, including brake and air suspension solutions to address future megatrends in mobility as outlined in ZF’s Strategy 2025.
Dr Stefan Sommer, Chief Executive Officer of ZF, said: “We have carefully considered our offer and continue to believe that ZF’s strategy and portfolio are excellently and fully complemented by Haldex’s focus on braking and air suspension systems. Together with the management of Haldex, ZF will continue to develop and expand Haldex’s market position. The increased offer reflects this potential we see in the combination of our business.”
Magnus Johansson, Member and Acting Chairman of the Board of Haldex, said: “The increased offer from ZF provides the shareholders of Haldex with greater deal certainty than Knorr-Bremse’s offer and is likely to close significantly faster.”
The Offer conditions regarding the required level of acceptance have been revised. The Offer is conditional upon ZF holding more than 50 percent of Haldex’s shares after the expiry of the initial acceptance period, which still ends on 30 September 2016. Once relevant regulatory approvals are complete and provided that the offer conditions have been satisfied or waived no later than on or around 5 October 2016, ZF expects to be able to begin settlement of the transaction by 7 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?http://www.zf.com.
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