19 November 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 has received all necessary authority approvals for its tender offer for all the shares in Vacon
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 of 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 (the ‘Offer Period’). In accordance with the Offeror’s announcement on 27 October 2014, the Offer Period was extended to expire on 21 November 2014 at 4:00 pm (Finnish time) to allow sufficient time to complete the approval processes of relevant authorities prior to the expiry of the Offer Period. 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, among others, to the receipt of all applicable regulatory permits including competition approvals and the approval from the Finnish Ministry of Employment and the Economy under the Act on Monitoring Foreign Acquisitions. The Offeror has today received the approval by the Chinese competition authority for the completion of the Tender Offer. The Offeror has received other regulatory competition approvals and the approval from the Finnish Ministry of Employment and the Economy under the Act on Monitoring Foreign Acquisitions earlier. As the Offeror is not aware of any other regulatory approvals necessary for the completion of the Tender Offer, the condition to completion concerning the receipt of necessary approvals has thus been satisfied.
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.