Knorr-Bremse AG (“Knorr-Bremse”) announced a public offer to the shareholders of Haldex AB (publ) (“Haldex”) to tender all shares in Haldex to Knorr-Bremse (the “Offer”).
The shares tendered in the Offer at the end of the acceptance period on 5 December 2016, together with the shares already held by Knorr-Bremse, amount to in aggregate 38,072,860 shares in Haldex, corresponding to 86.1 percent of the share capital and voting rights in Haldex.
The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Knorr-Bremse becomes the owner of more than 50 percent of all shares in Haldex and all necessary clearances from authorities are obtained. Thus, the minimum acceptance level condition is currently met but remains until the Offer is declared unconditional.
Knorr-Bremse has already been granted a request for referral to the EU Commission and thereby entered the pre-notification phase in the European Union. In addition, Knorr-Bremse has submitted the necessary filing under the HSR Act in the United States. To achieve merger control approvals, a longer merger clearance period has proved necessary. Thus, this condition is not yet met and Knorr-Bremse will revert with more details as appropriate.
In view of the longer clearance period and to allow further shares to be tendered, Knorr-Bremse has decided to extend the acceptance period until and including 28 February 2017, 5:00 pm (CET). Settlement will be initiated as soon as Knorr-Bremse announces that the conditions for the Offer have been fulfilled or Knorr-Bremse otherwise decides to complete the Offer. If such announcement takes place on 3 March 2017, at the latest, settlement is expected to be initiated around 10 March 2017. Knorr-Bremse has outside the Offer acquired in total 6,595,039 shares in Haldex, corresponding to 14.92 percent of the share capital and voting rights in Haldex. None of these shares have been acquired at a price which exceeds the consideration in the Offer. Other than that Knorr-Bremse does not hold any financial instruments that give financial exposure to Haldex shares.
At the end of the original acceptance period on 5 December 2016, the Offer had been accepted by shareholders representing in total 31,477,821 shares in Haldex, corresponding to 71.2 percent of the share capital and voting rights in Haldex.