DGAP-Adhoc: ZF North America Capital Inc.: ZF INCREASES THE OFFER PRICE IN ITS RECOMMENDED OFFER TO SEK 110 IN CASH PER SHARE IN HALDEX
14.09.2016 (www.4investors.de) -
DGAP-Ad-hoc: ZF North America Capital Inc. / Schlagwort(e): Übernahmeangebot
ZF North America Capital Inc.: ZF INCREASES THE OFFER PRICE IN ITS RECOMMENDED OFFER TO SEK 110 IN CASH PER SHARE IN HALDEX
14.09.2016 / 08:08
Veröffentlichung einer Insiderinformation gemäß Artikel 17 MAR.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Ad hoc announcement - Publication of Inside Information according to
Article 17 (1) of the Market Abuse Regulation
This ad hoc announcement is not and must not, directly or indirectly, be
distributed or made public in or into Australia, Canada, Hong Kong, Japan,
New Zealand or South Africa. The offer is not being made to, nor will any
tender of shares be accepted from, holders in such jurisdictions or
elsewhere where their participation requires further documentation, filings
or other measures in addition to those required by Swedish law.
14 September 2016 at 8.30 am CET
ZF North America Capital Inc.,
a subsidiary of ZF Friedrichshafen AG, incorporated under the laws of the
State of Delaware, United States, having its registered office at 1209
Orange Street, Wilmington 19801, United States (the "Issuer"). The Issuer
has issued the following bonds:
4.00% USD 2020 with denomination USD 150,000, volume USD 1.0 bn and ISIN
US98877DAA37 (144A) / USU98737AA47 (Reg S)
4.50% USD 2022 with denomination USD 150,000, volume USD 1.0 bn and ISIN
US98877DAB10 (144A) / USU98737AB20 (Reg S)
4.75% USD 2025 with denomination USD 150,000, volume USD 1.5 bn and ISIN
US98877DAC92 (144A) / USU98737AC03 (Reg S)
2.25% EUR 2019 with volume EUR 1.15 bn and ISIN DE000A14J7F8
2.75% EUR 2023 with denomination EUR 100,000 and volume EUR 1.1 bn and ISIN
ZF INCREASES THE OFFER PRICE IN ITS RECOMMENDED OFFER TO SEK 110 IN CASH
PER SHARE IN HALDEX
- The Offer price is increased from SEK 100 to SEK 110 in cash per share
- Shareholders representing 17.06 percent of the share capital in Haldex
have entered into agreements with ZF to sell their shares in Haldex to
ZF for a cash consideration of SEK 110 per share. The acquisitions are
conditional upon clearances from relevant competition authorities,
which are all expected to be granted on or around Friday 16 September
2016. In addition, ZF owns in total 1,847,564 shares in Haldex,
corresponding to 4.18 percent of the share capital in Haldex.
- Completion of the Offer is conditional upon, inter alia, that the Offer
is accepted to the extent that ZF becomes the owner of more than 50
percent of the total number of shares in Haldex.
- The Board of Directors of Haldex unanimously recommends the
shareholders of Haldex to accept the ZF Offer.
Friedrichshafen / Stockholm - ZF Friedrichshafen AG ("ZF
Friedrichshafen"), through its wholly-owned subsidiary ZF International
B.V. ("ZF"), announced on 4 August 2016 a recommended public cash offer
to the shareholders of Haldex Aktiebolag (publ), corporate registration
number 556010-1155 ("Haldex"), to tender all their shares in Haldex to ZF
for SEK 100 in cash per share (the "Offer").
ZF has today decided to increase the Offer price to SEK 110 in cash per
share in Haldex, which values Haldex at approximately SEK 4,853 million.
The increased Offer represents an increase of 10 percent compared to ZF's
previous Offer price and a premium of:
- 47.9 percent 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 offer on 14 July 2016 (10.5
percent per share compared to the volume-weighted average price during
the three months prior to 14 September 2016);
- 58.1 percent 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 GmbH's offer on 14 July 2016 (22.0
percent per share compared to the volume-weighted average price during
the six months prior to 14 September 2016); and
- 29.0 percent 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 GmbH's offer.
The Offer represents a 4.1 percent per share discount compared to the
closing price of SEK 114.75 for the Haldex share on 13 September 2016
(being the last day of trading prior to the announcement of the Offer,
which in ZF's opinion has been affected by Knorr-Bremse AG's offer).
As of the date of this announcement ZF owns in total 1,847,564 shares in
Haldex, corresponding to 4.18 percent of all shares and votes in Haldex.
Aside from that ZF holds no financial instruments that give financial
exposure to the Haldex share. None of the shares in Haldex held by ZF have
been acquired at a price which is higher than the consideration in the
AFA Försäkring, Göran Carlson and Handelsbanken Fonder, together
representing in total 7,542,481 shares in Haldex, corresponding to 17.06
percent of all shares and votes in Haldex, have entered into agreements
with ZF to sell their shares in Haldex to ZF for a cash consideration of
SEK 110 per share. The agreements include a right for the sellers to
receive compensation in the event that the Offer price would be increased.
Furthermore, the sellers have a right to receive compensation,
corresponding to (i) the difference between the Offer price and the price
per share that ZF would receive, should the shares be sold to a third party
within nine (9) months from the date of the agreements and (ii) fifty (50)
percent of the difference between the Offer price and the price per share
that ZF would receive, should the sale occur between nine (9) and eighteen
(18) months from the date of the agreements.
To the extent that consideration in accordance with the on-sale provisions
is paid to the sellers under the agreements, the consideration for the
shares tendered in the Offer will be increased accordingly.
The Board of Directors of Haldex has confirmed its support for the Offer
and recommends the shareholders of Haldex to accept the Offer.
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.
The Offer conditions regarding the required level of acceptance is revised
and the Offer is subject to the condition that shareholders of Haldex
accept the Offer to such an extent that ZF becomes the owner of shares in
Haldex representing more than 50 percent of the total number of shares in
Haldex (on a fully diluted basis). ZF reserves the right to waive, in whole
or in part, this condition to the Offer and to complete the Offer at a
lower level of acceptance.
With the exception of the above mentioned condition, the same conditions
apply for the increased Offer as those set out in the offer document dated
19 August 2016, including the right to waive such conditions.
Following the information in this press release, ZF will prepare and make
public a supplement to the offer document. As previously communicated, the
initial acceptance period ends on 30 September 2016. Provided that ZF
announces that the condition to the Offer has been satisfied or waived no
later than on or around 5 October 2016, settlement is expected to begin on
or about 7 October 2016. The acceptance period will be finally confirmed in
the forthcoming supplement to the offer document. As set out in the offer
document dated 19 August 2016, ZF reserves the right to further extend the
acceptance period as well as to postpone the settlement date.
For additional information please contact:
ZF Friedrichshafen contact for media and investors
Phone: +49 7541 772543
Mobile: +49 151 167 164 45
Contact for Swedish media and investors
Fogel & Partners
Mobile: +46 722 044 750
Contact for German media and additional contact for investors
CNC - Communications & Network Consulting
Mobile: +49 174 234 2808
For further information regarding the Offer see ZF's offer document from 19
August 2016, which is available on www.zf.com and www.handelsbanken.se/
investeringserbjudande. A supplement to the offer document will be
published in due course and will also be made available at the above
This press release was submitted for publication on 14 September 2016 at
08:30 am CET.
This is a translation of the original Swedish language press release. In
the event of discrepancies, the original Swedish wording shall prevail.
Statements in this press release relating to future status or
circumstances, including statements regarding future performance, growth
and other trend projections as well as benefits of the Offer, are forwardlooking
statements. Forward-looking statements may generally, but not
always, be identified by the fact that they do not relate strictly to
historical or current facts and include, without limitation, words such as
"may," "will," "expects," "believes," "anticipates," "plans," "intends,"
"estimates," "projects," "targets," "forecasts," "seeks," "could," or the
negative of such terms, and other variations on such terms or comparable
terminology. Forward-looking statements include, but are not limited to,
statements about the expected future business of Haldex resulting from and
following the Offer. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no assurance that
actual results will not differ materially from those expressed or implied
by these forward-looking statements due to many factors, many of which are
outside the control of ZF and Haldex, including but not limited to the
effect of changes in general economic conditions, the level of interest
rates, fluctuations in product demand, competition, technological change,
employee relations, planning and property regulations, natural disasters
and the potential need for increased capital expenditure (such as resulting
from increased demand, new business opportunities and deployment of new
technologies). Any such forward-looking statements speak only as of the
date on which they are made and neither ZF nor Haldex has (or undertakes)
any obligation to update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance with
applicable laws and regulations.
The Offer is not being made to persons whose participation in the Offer
requires that any additional offer document is prepared or registration
effected or that any other measures are taken in addition to those required
under Swedish law. This press release and any documentation relating to the
Offer are not being published in or distributed to or into and must not be
mailed or otherwise distributed or sent in or into any country in which the
distribution or offering would require any such additional measures to be
taken or would be in conflict with any law or regulation in such country.
Persons who receive this communication (including, without limitation,
nominees, trustees and custodians) and are subject to the law of any such
jurisdiction will need to inform themselves about, and observe, any
applicable restrictions or requirements. Any failure to do so may
constitute a violation of the securities laws of any such jurisdiction. ZF,
to the fullest extent permitted by applicable law, disclaims any
responsibility or liability for the violations of any such restrictions by
any person. Any purported acceptance of the Offer resulting directly or
indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, and will not be made, directly or indirectly,
in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa by use of mail or any other means or instrumentality of interstate
or foreign commerce, or of any facilities of a national securities
exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa. This includes, but is not limited to facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic transmission. The Offer cannot be accepted and shares may not be
tendered in the Offer by any such use, means, instrumentality or facility
of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa or by persons located or resident in Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa. Accordingly, this press release
and any related Offer documentation are not being and should not be mailed
or otherwise transmitted, distributed, forwarded or sent in or into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any
Australian, Canadian, Hong Kong, Japanese, New Zealand or South African
persons or any persons located or resident in Australia, Canada, Hong Kong,
Japan, New Zealand or South Africa.
ZF will not deliver any consideration from the Offer into Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa.
Any purported acceptance of the Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
acceptance by a person located in Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa or any agent, fiduciary or other intermediate
acting on a non-discretionary basis for a principal giving instructions
from within Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa will be invalid and will not be accepted. Each holder of shares
participating in the Offer will represent that it is not an Australian,
Canadian, Hong Kong, Japanese, New Zealand or South African person, is not
located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa
and is not participating in such Offer from Australia, Canada, Hong Kong,
Japan, New Zealand or South Africa or that it is acting on a nondiscretionary
basis for a principal that is not an Australian, Canadian,
Hong Kong, Japanese, New Zealand or South African person, that is located
outside Australia, Canada, Hong Kong, Japan, New Zealand or South Africa
and that is not giving an order to participate in such Offer from
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with
registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. Banks, brokers, dealers and other nominees holding shares for
persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa
must not forward this press release or any other document received in
connection with the Offer to such persons.
Notwithstanding the foregoing, ZF reserves the right to permit the Offer to
be accepted by persons not resident in Sweden if, in its sole discretion,
ZF is satisfied that such transaction can be undertaken in compliance with
applicable laws and regulations.
Citi is acting as financial adviser to ZF Friedrichshafen, and no one else,
in connection with the Offer. Citi will not be responsible to anyone other
than ZF Friedrichshafen for providing advice in relation to the Offer. The
information has been provided by ZF Friedrichshafen and, with respect to
Haldex, by Haldex and taken from Haldex's publicly available information.
Citi has not assumed any obligation to independently verify, and disclaims
any liability with respect to, the information herein.
Neither Citi nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Citi in connection with this announcement, any statement
contained herein, the Offer or otherwise.
The figures reported in this press release have been rounded off as
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ZF North America Capital Inc.
15811 Centennial Drive
MI 48168 Northville
Vereinigte Staaten von Amerika
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange; Open Market in Frankfurt; Luxemburg
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