SEK 4.2 BN DEAL - DGAP-Adhoc: SAF-HOLLAND S.A. announces offer for shares in Haldex
DGAP-Ad-hoc: SAF-HOLLAND S.A. / Key word(s): Offer
SAF-HOLLAND S.A. announces offer for shares in Haldex
14.07.2016 / 07:03
Disclosure of an inside information according to Article 17 MAR.
The issuer is solely responsible for the content of this announcement.
This ad hoc announcement may not be distributed, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the distribution of this ad hoc announcement would contravene applicable laws or regulations or require further documents, filings or other measures in addition to those required under Swedish law in connection with the described offer. Other restrictions are applicable. Please see the important notice at the end of this ad hoc announcement.
SAF-HOLLAND announces offer to acquire Haldex for SEK 94.42 per share in cash to create a new integrated group for chassis-related components
Luxembourg, July 14, 2016 +++ SAF-HOLLAND S.A. ("SAF-HOLLAND") offers, through its wholly-owned subsidiary SAF-HOLLAND GmbH, to acquire all issued and outstanding shares in Swedish Haldex AB (publ) ("Haldex") for SEK 94.42 (equivalent to EUR 10.02* as per exchange rate of July 13, 2016) per share in cash, corresponding to a total offer value of SEK 4,165,241,047 (EUR 442.10 million) for the shares in Haldex.
This all-cash offer to the shareholders of Haldex as published today includes a substantial premium on the Haldex share price of:
- 26.8 per cent over the three-months volume-weighted average share price of Haldex as quoted on the Nasdaq Stockholm;
- 10.8 per cent over the closing price of the Haldex share on July 13, 2016 as quoted on the Nasdaq Stockholm; and
- 35.7 per cent over the six-months volume-weighted average Haldex share price as quoted on the Nasdaq Stockholm.
For the SAF-HOLLAND Group, the proposed acquisition represents a compelling opportunity to create a new integrated champion for chassis-related components for commercial vehicles. Through the combination of the two businesses, the new group benefits from a complementary product portfolio and has an outstanding position in the spare parts business. The Haldex Group is expected to deliver a positive contribution to SAF-HOLLAND Group's earnings already in the first year of the transaction.
SAF-HOLLAND expects that the integration of the complementary product portfolio from Haldex' braking components and EBS (Electronic Braking System) modules into the axle and suspension systems of SAF-HOLLAND establishes an ideal platform for additional sales growth; besides the new platform is expected to generate positive earnings effects for the combined group in the coming years.
In addition to the significant strengthening of the competitive position and the potential from combining know-how and capabilities in product development, engineering and application technology, the complementary regional footprint allows to combine business activities, particularly in the emerging markets. This represents a key step in the implementation of SAF-HOLLAND's Strategy 2020 objectives.
The combination of the already strong aftermarket activities of the two groups establishes an aftermarket powerhouse, unlocking substantial further growth potential for both, through mutual regional additions as well as by capitalizing on SAF-HOLLAND's sales channels for Haldex' products. With around 9,000 aftermarket and service stations, SAF-HOLLAND already features a unique worldwide distribution network for spare parts.
The offer is fully financed by cash already available to SAF-HOLLAND as well as credit facilities secured for the intended transaction. The conditions to drawdown under such credit facilities are customary for facilities of this type. The offer is not subject to any financing condition. SAF-HOLLAND intends to refinance parts of the purchase price for Haldex by way of a capital increase, utilizing its existing authorized share capital up to the authorized extent.
The offer is conditional, among other things, upon being accepted by Haldex' shareholders to an extent that SAF-HOLLAND becomes the owner of more than 90 per cent of the outstanding shares in Haldex. In addition, the announced transaction is subject to merger control clearance by the relevant authorities; this process will be initiated shortly.
Detailed terms and conditions of the offer have been published in the formal announcement of the transaction under Swedish law which is available on SAF-HOLLAND's website under www.safholland.com.
SAF-HOLLAND will file the offer document required for the announced transaction with Finansinspektionen, Sweden's financial supervisory authority, and is expecting approval of the offer document shortly. Following approval, the offer document will be published on SAF-HOLLAND's website. The acceptance period is expected to commence on or around August 1, 2016 and end on or around August 24, 2016.
Joh. Berenberg, Gossler & Co. KG is acting as exclusive financial advisor to SAF-HOLLAND.
*Based on an exchange rate of SEK/EUR of 0.1061.