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SAF-HOLLAND SE / Key word(s): Mergers & Acquisitions
Disclosure of an inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 (MAR)
SAF-HOLLAND SE / Key word(s): Takeover
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SAF-HOLLAND SE announces recommended cash tender offer for Haldex AB to create a new global champion for chassis-related commercial vehicle components
Bessenbach, 8 June 2022 +++ SAF-HOLLAND SE offers the shareholders of Swedish Haldex AB ("Haldex") to acquire all issued and outstanding shares in Haldex for SEK 66 (equivalent to EUR 6,30* as per exchange rate of 7 June 2022) per share in cash, corresponding to a total offer value of approximately SEK 3,209 million (EUR 307 million) for the shares in Haldex. This is the best and final offer price and it will not be increased.
This all-cash offer to the shareholders of Haldex as published today includes a substantial premium on the Haldex share price as quoted on the Nasdaq Stockholm, Mid Cap, of:
- 46.5% to the closing price of SEK 45.05 on 7 June 2022, the last trading day before the announcement of the offer;
- 66.0% to the volume-weighted average share price during the last month prior to 8 June 2022 and
- 64.8% to the volume-weighted average share price during the last three months prior to 8 June 2022.
The Board of Directors of Haldex unanimously recommends that the shareholders of Haldex accept the offer.
SAF-HOLLAND has already acquired 14.1% of the outstanding shares in Haldex of which 9.2% of the outstanding shares have been acquired from Knorr-Bremse AG. In addition, Athanase Industrial Partners, Fjärde AP-fonden, Afa Försäkring and Nordea Asset Management, holding in total approximately 22.5% of the outstanding shares in Haldex, have entered into irrevocable undertakings to accept the offer subject to certain conditions.
The acceptance period is expected to commence around 4 July 2022 and end around 16 August 2022. Settlement is expected to begin around 24 August 2022.
For the SAF-HOLLAND Group, the proposed acquisition represents a compelling opportunity to create a combined global champion for chassis-related commercial vehicle systems, offering a majority of key components from a single source. Furthermore, customers of the combined company would benefit from an enhanced one-stop shop solution throughout the entire product life cycle – from initial consultation and configuration to delivery and maintenance. The combined company would also be able to leverage top 3 market positions across key products and regions and create an aftermarket powerhouse with increased scale, resilience and profitability.
The transaction will form the first system supplier globally to provide customers with integrated solutions for Air Disc Brakes, Electrical Vehicles and complete wheel ends from a single source, helping customers to reduce the scope of supply chains and the dependence on external suppliers.
Due to its increased scale the combined company will further enhance resilience against supply chain issues and further improve penetration of the global aftermarket businesses. Furthermore, SAF-HOLLAND expects that both companies benefit from increased cross selling opportunities leading to increased sales through combining the respective companies’ regional sales networks. The combined company will be able to drive the industry transformation and address megatrends such as electrification, digitalisation, and automated driving via smart solution systems.
SAF-HOLLAND expects that the combination will unlock significant synergy potential of more than EUR 10 million p.a. on a run-rate basis. The transaction is expected to be EPS accretive from year 1 post closing.
The offer is not subject to any financing condition. The offer is fully financed by cash 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. SAF-HOLLAND remains committed to a strong balance sheet and deleveraging post closing of the transaction. Hence, SAF-HOLLAND intends to also raise equity to support deleveraging. The equity component may be raised using existing authorizations, which may include a capital increase without subscription rights, subject to market conditions.
The offer is conditional, among other things, upon being accepted by the shareholders of Haldex to an extent that SAF-HOLLAND becomes the owner of more than 90 percent of the outstanding shares in Haldex on a fully diluted basis. In addition, the announced transaction is subject to merger control clearance by merger control authorities. SAF-HOLLAND will file the transaction shortly after its announcement and relevant clearances are expected to be obtained prior to the end of the acceptance period.
Detailed terms and conditions of the offer are published in the formal announcement of the transaction under Swedish law which is available on the website www.safh-offer.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.
*Based on an exchange rate of SEK/EUR of 0.09551 EUR.
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