ZF announces recommended cash offer for Haldex
Cash offer of SEK 100.00 per Haldex share to acquire all Haldex shares, for a total value of SEK 4.4 billion
The offer represents a 34.4% premium to the 3 month volume-weighted average price prior to the announcement of SAF-Holland GmbH’s offer on 14 July 2016
ZF offer unanimously recommended by Haldex’s Board of Directors
ZF strategy and portfolio excellently complemented by Haldex’s focus on braking and air suspension systems
ZF has announced today a public offer for Haldex Aktiebolag (publ) (“Haldex”), a supplier of brake products and air suspension systems for commercial vehicles, listed on NASDAQ Stockholm. ZF will offer SEK 100.00 per Haldex share in cash, valuing Haldex at SEK 4.4 billion. ZF has obtained an undertaking to accept the offer from Göran Carlson, the Chairman of the Board of Directors of Haldex, being the largest shareholder of Haldex representing 5.7 percent of the total number of shares and votes in Haldex. The offer has been unanimously recommended by Haldex’s Board of Directors.
A business combination of Haldex and ZF represents an outstanding opportunity for both companies to jointly expand their value to the customer in the supply for commercial vehicles in the field of drivetrain and chassis, including brake and air suspension solutions as well as for future megatrends in mobility as outlined in ZF’s Strategy 2025.
With Haldex’s brake systems for commercial vehicles, ZF would be able to cover the whole functional chain of commercial vehicles in line with "See-Think-Act" (the aim of ZF’s technology is to enable vehicles to see, think, and act autonomously) and transfer fuel efficiency, autonomous driving and safety systems technologies known from passenger cars to commercial vehicles. This will result in more safety for all traffic participants.
Dr. Stefan Sommer, Chief Executive Officer of ZF, said: “We believe that our businesses are truly complementary and that a combination will offer unique value for all stakeholders. We are confident that we will be able to continue to develop Haldex’s market position under ZF ownership, thanks to ZF’s technological leadership, global reach and customer access, combined with Haldex’s technological competence, management skills and employees.”
Magnus Johansson, Board member and spokesperson of the Board of Haldex, said: “ZF’s strong capabilities within electronics and software development as well as global reach and customer access offer an excellent opportunity to further develop Haldex, thereby allowing Haldex to continue its development of future braking systems and expansion of its current product portfolio.”
“The offer provides Haldex shareholders with an opportunity to realise value from their investment immediately at both high multiples and significant premium to recently traded prices of Haldex’s shares as well as a premium to the SAF-Holland offer,” Magnus Johansson added.
The offer is conditional, among other things, upon being accepted by Haldex's shareholders to an extent that ZF becomes the owner of more than 90 percent of the outstanding shares in Haldex. The announced transaction is further subject to approval from competition authorities. ZF will file the transaction with relevant authorities shortly.
Detailed terms and conditions of the Offer have been published in the formal announcement of the transaction under Swedish law. For a copy of the transaction document, please visit www.zf.com.
For a copy of Haldex’s Board of Directors recommendation, please visit Haldex’s website at www.haldex.com.
Haldex develops and provides brake products and air suspension systems for heavy vehicles. Haldex is headquartered in Landskrona, Sweden with offices in 18 countries and production facilities in Sweden, Germany, Hungary, China, India, Brazil, Mexico and the US. More than half of Haldex’s sales are generated in North America, one-third in Europe and the remainder in Asia and South America. During 2015, Haldex had approximately 2,140 employees. Haldex generated sales in the amount of SEK 4.8bn million during 2015.
For further information on Haldex, please refer to its website: www.haldex.com
ZF Friedrichshafen AG
ZF is a global supplier focusing on driveline, chassis, electronics and safety technology for passenger cars and commercial vehicles as well as a range of industrial applications with a wide product portfolio and global reach. As of 31 December 2015, ZF's workforce worldwide comprised approximately 138,000 employees in 40 countries. ZF reported sales of € 29.2 billion in 2015. For further information on ZF, please refer to its website (www.zf.com).