Statement by the Board of Directors of Haldex in relation to the public cash offer by ZF

The Board of Directors of Haldex unanimously recommends that the shareholders of
Haldex accept the offer by ZF.
BACKGROUND

This statement (the “Statement”) is made by the Board of Directors (the “Board”)
of Haldex Aktiebolag (“Haldex” or the “Company”) pursuant to Section II.19 of
Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V.
(“ZF”) has today announced a public cash offer to Haldex’s shareholders to
transfer their shares in Haldex to ZF (the “Offer”). ZF is offering SEK 100.00
per Haldex share (the “Cash Consideration”), which corresponds to a total offer
value of approximately SEK 4,411 million.

The Cash Consideration represents a premium of approximately:

  ·  34.4% per share compared to the volume-weighted average price for the
Haldex share on Nasdaq Stockholm during the three months prior to the
announcement of SAF-HOLLAND GmbH’s public cash offer announced on 14 July 2016
to Haldex’s shareholders to transfer their shares in Haldex to SAF-HOLLAND
(14.9% per share compared to the volume-weighted average price during the three
months prior to 4 August 2016);
  ·  43.7% per share compared to the volume-weighted average price for the
Haldex share on Nasdaq Stockholm during the six months prior to the announcement
of SAF-HOLLAND’s offer on 14 July 2016 (29.5% per share compared to the volume
-weighted average price during the six months prior to 4 August 2016); and
  ·  17.3% per share compared to the closing price of SEK 85.25 for the Haldex
share on Nasdaq Stockholm on 13 July 2016, which was the last trading day prior
to the announcement of SAF-HOLLAND’s offer (the Offer represents a 4.1% per
share discount compared to the closing price of SEK 104.25 for the Haldex share
on Nasdaq Stockholm on 3 August 2016, which was the last trading day prior to
the announcement of the Offer).

The acceptance period of the Offer is expected to commence on or around 22
August 2016 and expire on or around 30 September 2016, subject to any
extensions.

Completion of the Offer is conditional upon, amongst other things, that
shareholders of Haldex accept the Offer to such an extent that ZF becomes the
owner of shares in Haldex representing more than 90% of the total number of
shares in Haldex and the receipt of all necessary regulatory, governmental or
similar clearances, approvals and decisions, including from competition
authorities, in each case on terms which, in ZF’s opinion, are acceptable. ZF
has reserved the right to in whole or in part waive these and other conditions
for completion of the Offer.

The Board has, at the written request of ZF, permitted ZF to carry out a limited
confirmatory due diligence review of Haldex in relation to the preparation of
the Offer. ZF has not received any non-public information that could reasonably
be expected to affect the price of the Haldex share in connection with such
review.

The Chairman of Haldex, Göran Carlson, whose shareholding in Haldex represents
approximately 5.7% of the total number of shares and votes in Haldex, has
undertaken to ZF to accept the Offer, subject to certain conditions. Please
refer to ZF’s announcement of the Offer for more information about this
acceptance undertaking.

As a result of Göran Carlson having undertaken to accept the Offer subject to
certain conditions, Göran Carlson has not participated in the Board’s decision
regarding the Statement. The Board has appointed Magnus Johansson as acting
chairman for the purpose of handling the Board’s decisions in relation to the
Offer.

Haldex has retained Lazard as financial adviser and Mannheimer Swartling as
legal adviser.

THE BOARD’S EVALUATION OF THE OFFER

The Board’s opinion of the Offer is based on an assessment of a number of
factors that the Board has considered relevant in relation to the evaluation of
the Offer. These factors include, but are not limited to, Haldex’s present
position, the expected future development of the Company and related
possibilities and risks.

In 2014 Haldex announced a more focused strategy intended to take the Company
into a phase of profitable growth. The Board believes that Haldex has been able
to deliver on its updated strategy which, in combination with Haldex’s
restructuring program that was announced in 2013 and completed in the fourth
quarter of 2015, has gradually begun to be reflected in the Company’s operating
results.

In terms of the Company’s long-term prospects, the Board believes that transport
needs are increasing, meaning the market has favorable long-term growth
opportunities. Furthermore, Haldex has a strong product portfolio, including the
rapidly growing disc brake, which is capturing market share. As infrastructure
improves, more advanced technology is demanded, which benefits Haldex. Moreover,
the US market faces a shift from drum brakes to disc brakes, which suits the
Haldex product portfolio.

Against this backdrop, the Board believes that the Company is well-positioned
going forward.

However, in assessing the merits of the Offer, the Board has also considered the
risks associated with executing against the opportunities set out above. These
risks include those associated with a highly competitive automotive market with
tight margins. Haldex has significantly lower sales than the two largest players
in the market. Furthermore, demands from users and regulators for increased
safety and improved environmental and vehicle dynamic performance are leading to
new demands on, and requests regarding, the products offered by Haldex. Haldex
is therefore dependent on continuously developing new products or improving
existing products that meet these demands, to avoid losing market shares to
competitors. Because of its relatively small size, Haldex is more exposed to
these risks than other larger players in the market.

In considering the Offer, the Board has also taken into account that the Offer
is clearly superior to the offer from SAF-HOLLAND and provides Haldex
shareholders with an opportunity to realize value from their investment
immediately and at a significant premium to recently traded prices of Haldex’s
shares.

In arriving at its recommendation, the Board has analyzed the Offer using the
methods normally used for evaluating bids for listed companies, including
Haldex’s valuation in relation to comparable listed companies and comparable
acquisitions, the stock market’s expectation of the development of Haldex’s
profitability and share price, and the Board’s expectation of Haldex’s long-term
value based on expected future cash flows.

Having concluded this assessment, the Board believes that the terms of the Offer
substantially recognize Haldex’s growth prospects, as well as the risks
associated with those prospects.

Under the Takeover Rules the Board is required, on the basis of ZF’s statements
in the announcement of the Offer, to make public its opinion of the effects the
implementation of the Offer may have on Haldex, specifically employment, and its
views on ZF’s strategic plans for Haldex and the effect these may be expected to
have on employment and the places where Haldex conducts its business. ZF has in
this respect stated: “ZF holds the Haldex management in high regard and intends
to preserve the good employee relations and culture that exist at Haldex. On the
basis of ZF’s knowledge of Haldex, its strategy and current market conditions,
it is ZF’s intention to work with the existing management team and employees to
develop and expand Haldex technologically and regionally as part of the
worldwide activities of ZF Group, especially in its commercial vehicles
business. ZF Group is convinced that there will be attractive career and
development opportunities for Haldex employees within the global ZF Group
organisation and given the technology orientation of ZF Group. No decisions have
been made on the integration of Haldex within ZF Group, including as regards
changes to employees or management (including as regards terms of employment) or
in respect of employment or the places where Haldex Group conducts its
business.” The Board assumes that this description is accurate and has in
relevant aspects no reason to take a different view.

Based on the above, the Board unanimously recommends the Haldex shareholders to
accept the Offer.

___________

The Statement shall in all respects be governed by and construed in accordance
with substantive Swedish law. Disputes arising from the Statement shall be
settled exclusively by Swedish courts.

___________

Landskrona, 4 August 2016

Haldex Aktiebolag (publ)

The Board of Directors
For further information, visit http://corporate.haldex.com or contact:

Magnus Johansson, Board member and acting chairman
Phone: +46 706 671812

Catharina Paulcén, SVP Corporate Communications
Phone: +46 418 476157
E-mail: catharina.paulcen@haldex.com

Haldex AB (publ) is required to publish the above information under the EU
Market Abuse Regulation and the Takeover rules. The information was submitted
for publication by the Haldex media contact stated in the release on Aug 4, 2016
at 7.10 CEST.
About Haldex

With more than 100 years of intensely focused innovation, Haldex holds unrivaled
expertise in brake systems and air suspension systems for heavy trucks, trailers
and buses. We live and breathe our business delivering robust, technically
superior solutions born from deep insight into our customers’ reality. By
concentrating on our core competencies and following our strengths and passions,
we combine both the operating speed and flexibility required by the market.
Collaborative innovation is not only the essence of our products – it is also
our philosophy. Our 2,140 employees, spread on four continents, are constantly
challenging the conventional and strive to ensure that the products we deliver
create unique value for our customers and all end-users. We are listed on the
Nasdaq Stockholm Stock Exchange and have net sales of approximately 4.8 billion
SEK.