27 October 2014
NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Danfoss extends the acceptance period under its tender offer for all the shares in Vacon to end on 21 November 2014 at 4:00 pm (Finnish time)
As announced by Danfoss A/S on 12 September 2014 and on 25 September 2014, Oy Danfoss Ab (the ‘Offeror’) has made a voluntary recommended public tender offer to purchase all the issued and outstanding shares in Vacon Plc (‘Vacon’) that are not held by the Offeror or Vacon or its subsidiaries (the ‘Tender Offer’). The offer period under the Tender Offer commenced on 29 September 2014 and was initially scheduled to expire on 28 October 2014 (the ‘Offer Period’).
Pursuant to the terms and conditions of the Tender Offer, the Offeror has decided to extend the Offer Period to expire on 21 November 2014 at 4:00 pm (Finnish time) to allow sufficient time to complete the approval processes of relevant authorities such as the approvals by the Chinese competition authorities as well as the approval process under the Act on Monitoring Foreign Acquisitions with the Finnish Ministry of Employment and the Economy prior to the expiry of the Offer Period. Regulatory competition approvals have previously been granted in Austria, Germany, Finland and Russia. In addition to the above mentioned approval process pending in China, no further regulatory competition approvals are necessary for the completion of the Tender Offer. Except for the extension of the Offer Period, the terms and conditions of the Tender Offer remain unchanged. In accordance with the terms and conditions of the Tender Offer, the Offer Period may be extended further or the extended Offer Period may be discontinued.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain conditions to completion, as stated in the terms and conditions of the Tender Offer published on 25 September 2014 and included in the tender offer document relating to the Tender Offer.
The consideration being offered is EUR 34.00 in cash for each share with respect to which the Tender Offer has been validly approved (the ‘Offer Price’). The amount of distributed dividends or other assets payable for each share may be deducted from the Offer Price in accordance with the terms and conditions of the Tender Offer.
Due to regulatory requirements in the United States, the Offeror publishes the level of acceptances in connection with extension of the Offer Period: Shareholders of Vacon the holdings of which amount to 15,707,997 Vacon shares representing 51.35 per cent of all the shares in Vacon have accepted (or have signed an undertaking to accept) the Tender Offer in accordance with its terms and conditions by 24 October 2014. In addition, the Offeror and AC Invest Three B.V. have on 11 September 2014 entered into an agreement on the sale to the Offeror of AC Invest Three B.V.'s whole holding in Vacon corresponding to a 10.56 percent shareholding in Vacon. Based on the Offeror’s current ownership and shareholders' acceptances of the Tender Offer received by 24 October 2014 (including the shares represented by the above undertakings to accept the Tender Offer), the Offeror’s ownership would amount to 18,937,685 shares which corresponds to 61.91 per cent of all the shares and voting rights in Vacon. The acceptances of the Tender Offer are valid until the expiry of the Offer Period (or extended Offer Period) under the tender offer, unless withdrawn, and the ownership thereunder will be transferred to the Offeror in connection with the completion of the Tender Offer.
The Tender Offer Document is available in Finnish at the office of the Offeror at Niittytaival 13, 02200 Espoo, Finland, at the branch offices of Nordea Bank Finland Plc (‘Nordea Bank’) and at the Helsinki Stock Exchange at Fabianinkatu 14, 00100 Helsinki, Finland and on the internet at www.nordea.fi/osakkeet and www.danfoss.com/tender-offer and in English on the internet at www.nordea.fi/equities and www.danfoss.com/tender-offer.
Those Vacon shareholders who have not received information and instructions on the acceptance of the Tender Offer from their account operator or asset manager can contact any branch office of Nordea Bank Finland Plc to obtain all necessary information and give their acceptance of the Tender Offer.
Further information
- Danfoss Media Relations, phone +45 70 20 44 88
Danfoss in brief:
Danfoss engineers technologies that enable the world of tomorrow do more with less. Danfoss meets the growing need for infrastructure, food supply, energy efficiency and climate-friendly solutions. The products and services are used in areas such as refrigeration, air conditioning, heating, motor control and mobile machinery. The company is also active in the field of renewable energy as well as district heating infrastructure for cities and urban communities. Danfoss innovative engineering dates back to 1933 and today the company is a world-leader, employing 22,500 employees and serving customers in more than 100 countries. The company is privately held by the founding family.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OR THROUGH A NATIONAL SECURITIES EXCHANGE OF CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
Special notice to security holders in the United States
The Tender Offer described in this announcement is subject to the laws of Finland. It is important for US securities holders to be aware that this press release and all tender offer documentation are subject to disclosure and takeover laws and regulations in Finland that are different from those in the United States. As applicable, the Offeror will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended in connection with the Offer. Any extension of the Tender Offer into, or any separate tender offer in the United States will be made solely under the accompaniment of Raymond James & Associates, Inc. that is a broker-dealer registered under the US Securities Exchange Act of 1934, as amended.
Security holders in the United States should read the Tender Offer documents for instructions on how to tender their shares.
Pursuant to an exemption from Rule 14e-5 under the Exchange Act, the Offeror and certain of its Representatives may, from time to time, purchase or make arrangements to purchase shares outside the Tender Offer from the time the Tender Offer was announced until the expiration of the acceptance period of the Tender Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States and to the extent permitted under the applicable Finnish laws and regulations. Any such purchases will not be made at prices higher than the price of the Tender Offer provided in this announcement unless the price of the Tender Offer is increased accordingly. Any future purchases will be made in accordance with applicable laws, rules and regulations. Any such purchases of shares will be disclosed to the extent required by Finnish law or rules or regulations and, if so disclosed, will also be disclosed in the US.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER 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.