Information in relation to offer to shareholders

Summary

Three public takeover offers to the shareholders of Haldex have been published, of which two have been withdrawn. One valid offer remains:

  • Knorr-Bremse's offer of SEK 125.00 per share (previously SEK 110.00 per share).
  • The Swedish Securities Council has granted permission to extend the acceptance period.
  • Acceptance period is ending September 26, 2017
  • The Swedish Securities Council permits closing of acceptance period prior to 26 September if relevant regulatory approvals have been obtained earlier.

Haldex board of directors' recommendation

The Board of Directors of Haldex have issued several press releases with comments and recommendations as the offers have been raised in several steps. On Nov 8, the Board of Directors communicated that if and when Knorr-Bremse announces the receipt of all necessary regulatory approvals and clearances on terms that are acceptable to Knorr-Bremse, the board recommends the offer.

The Board of Directors' underlines that uncertainty related to the Knorr-Bremse offer remains:

  • There is significant risk that Knorr-Bremse’s offer would require a lengthy review - potentially lasting 6 months or more - by the relevant competition authorities, which is disruptive to the business of Haldex,
  • There is considerable uncertainty whether the transaction will close at all, including because the competition authorities could seek divestitures or other remedies that would not be acceptable to Knorr-Bremse.
  • The offer does not include any commitments by Knorr-Bremse related to the regulatory process. 

Additional statement by the employee board members
The employee board members would like to add the following. While we are not questioning the above recommendation to the Haldex shareholders, we would like to reiterate the significant risk for the Haldex business and its employees that is associated with Knorr-Bremse’s offer. The uncertainty during a lengthy anti-trust clearance period is clearly disturbing for the business. We are however convinced that our dedicated Haldex colleagues around the world will continue to do the outmost to fulfill any customer demand, existing as well as future. But Knorr-Bremse is a major competitor of Haldex and an integration of the two businesses is not unlikely to have negative impact on the Haldex business and its employees. Furthermore, Knorr-Bremse has not addressed the significant risk of competition authorities seeking divestments or other remedies to approve the completion of Knorr-Bremse’s offer and how such remedies may impact Haldex’s business and employees. We therefore believe that the Knorr-Bremse offer may have a negative impact on Haldex’s operations, irrespective of whether the offer is completed or not.

Shareholders who have already accepted a lower offer from Knorr-Bremse will automatically be paid the higher price per share.

Acceptance rate for the offer

On December 7, Knorr-Bremse announced that shareholders representing 86.1% of the shares have accepted the offer.

Documents, links and information related to the public offer(s) made on Haldex:

Knorr-Bremse's raised offer

 

Older documents for offers no longer valid:

Knorr-Bremse's original offer

ZF's raised offer (whitdrawn)

ZF original offer (whitdrawn):

SAF-Holland offer (withdrawn)