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

ZF North America Capital Inc. / Schlagwort(e): Übernahmeangebot

14.09.2016 08:08 

Veröffentlichung einer Insiderinformation gemäß Artikel 17 MAR, übermittelt durch EQS - ein Service der EQS Group AG. 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 DE000A14J7G6 

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 in Haldex.

- 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 Offer.

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 Thomas Wenzel Graf-von-Soden-Platz 1 88046 Friedrichshafen GERMANY Phone: +49 7541 772543 Mobile: +49 151 167 164 45 Email: thomas.wenzel@zf.com www.zf.com

Contact for Swedish media and investors Fogel & Partners Anders Fogel Mobile: +46 722 044 750 Email: anders.fogel@fogelpartners.se

Contact for German media and additional contact for investors CNC - Communications & Network Consulting Knut Engelmann Mobile: +49 174 234 2808 Email: knut.engelmann@cnc-communications.com

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 mentioned websites.

This press release was submitted for publication on 14 September 2016 at 08:30 am CET.

  IMPORTANT INFORMATION

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

Forward-looking statements

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 forward- looking 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.

Offer Restrictions

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 non- discretionary 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 appropriate.

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Sprache: Deutsch Unternehmen: ZF North America Capital Inc. 15811 Centennial Drive MI 48168 Northville Vereinigte Staaten von Amerika Telefon: Fax: E-Mail: investor.relations@zf.com Internet: ISIN: DE000A14J7F8, DE000A14J7G6 WKN: A14J7F, A14J7G Börsen: Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange; Open Market in Frankfurt; Luxemburg

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