Knorr-Bremse’s Offer for Haldex: Reason to Believe a Phase II Investigation Will Be Initiated by the EU Commission – Knorr Bremse to Apply for an Extension of the Acceptance Period

MUNICH, GERMANY / ACCESSWIRE / June 28, 2017 / On 5 September 2016, 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”). On 25 April 2017, it was announced that the acceptance period in the Offer is extended until 26 September 2017.

The completion of the Offer is conditional upon, inter alia, that all necessary clearances from authorities are obtained on terms acceptable to Knorr-Bremse. Knorr-Bremse has received indications by the EU Commission that it is likely to initiate a Phase II investigation in connection with the acquisition of Haldex. A final decision has not yet been communicated.

In anticipation of the EU Commission’s potential decision to initiate a Phase II investigation, Knorr-Bremse will apply for permission from the Swedish Securities Council (the “SSC”) to extend the acceptance period until 9 February 2018.

Knorr-Bremse takes a confident view on the potential in-depth investigation by the EU Commission in Phase II. Thereby, the EU Commission will closely look at Knorr-Bremse’s proposed combination with Haldex. A Phase II investigation is the next common step in the merger clearance process.

Klaus Deller, Chairman of the Executive Board of Knorr-Bremse AG, said, “We continue to drive the merger control process with full commitment. We will carry on our open and constructive dialog with the EU-Commission. Based on the compelling strategic fit of both companies, we aim at developing innovative solutions for customers and creating value for Knorr-Bremse, Haldex, and its shareholders. It is our clear objective to open the next chapter of our company’s history together with Haldex.”

Knorr-Bremse AG

For additional information, contact:

Knorr-Bremse AG

Dr. Detlef Hug
Email: Detlef.Hug@knorr-bremse.com
Phone: +49 89 3547 1402

Eva Doppler
Email: Eva.Doppler@knorr-bremse.com
Phone: +49 89 3547 1498

Additional contacts for media in Germany

FTI Consulting SC
Carolin Amann
Email: Carolin.Amann@fticonsulting.com
Phone: +49 69 92037 132

Thomas M. Krammer
Email: Thomas.Krammer@fticonsulting.com
Phone: +49 89 71042 2116

Additional contacts for media in Sweden

Comir
Johan Hähnel
Email: Johan.Hahnel@comir.se
Phone: +46 8 31 17 70

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa, or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined above) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important Notice” below this announcement and in the tender offer document, which was published on 26 September 2016. Shareholders in the United States should also refer to the section titled “Special Notice to Shareholders in the United States” below this announcement.

Important Notice

The Offer is not being 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 (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa. Accordingly, this announcement and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa.

This announcement 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 announcement or any other document received in connection with the Offer to such persons.

Statements in this announcement relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates,” “intends,” “expects,” “believes,” or similar expressions. 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 Knorr-Bremse AG. Any such forward-looking statements speak only as of the date on which they are made and Knorr-Bremse AG has no obligation (and undertakes no such 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.

Special Notice to Shareholders in the United States

The Offer described in this announcement is made for shares of Haldex AB, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.

To the extent permissible under applicable law or regulation, Knorr-Bremse AG and its affiliates or brokers (acting as agents for Knorr-Bremse AG or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of Haldex AB, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Haldex AB of such information. In addition, the financial advisors to Knorr-Bremse AG, may also engage in ordinary course trading activities in securities of Haldex AB, which may include purchases or arrangements to purchase such securities. Knorr-Bremse AG and/or its affiliates or brokers have purchased shares of Haldex AB during the period following the announcement of the Offer on 5 September 2016.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

SOURCE: Knorr-Bremse AG via the EQS Newswire distribution service including Press Releases and Regulatory Announcements

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