DGAP-News: SAF-HOLLAND S.A. / Key word(s): Offer
SAF-HOLLAND S.A. announces all-cash offer for Haldex to create a new
integrated champion for chassis-related commercial vehicle components
14.07.2016 / 07:10
The issuer is solely responsible for the content of this announcement.
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This press release may not be distributed, directly or indirectly, in or
into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the
United States or any other jurisdiction in which the distribution of this
press release would contravene applicable laws or regulations or require
further documents, filings or other measures in addition to those required
under Swedish law in connection with the described offer. Other
restrictions are applicable. Please see the important notice at the end of
this press release.
SAF-HOLLAND announces all-cash offer for Haldex to create a new integrated
champion for chassis-related commercial vehicle components
- Proposed business combination forms a one-stop shopping solution
provider for the entire range of chassis-related commercial vehicle
components
- Combination of complementary product offerings and market positions
unlocks additional sales potential for both companies
- SAF-HOLLAND to offer SEK 94.42 per Haldex share in cash, representing a
substantial premium of 26.8 per cent over Haldex' three months volume-
weighted average share price as quoted on the Nasdaq Stockholm, and a
premium of 10.8 per cent over Haldex' closing share price as quoted on
the Nasdaq Stockholm on 13 July 2016 (last trading day before
announcement of the offer)
- The acceptance period for the all-cash offer is expected to commence on
or around 1 August 2016 and end on or around 24 August 2016. Settlement
is expected to be on or around 31 August 2016
Luxembourg, 14 July 2016, SAF-HOLLAND S.A. (SAF-HOLLAND), through its
wholly-owned subsidiary SAF-HOLLAND GmbH, today announced an all-cash offer
of SEK 94.42 per share for Haldex AB (publ) (Haldex), a leading supplier of
brake and air suspension systems for commercial vehicles with headquarters
in Landskrona, Sweden. The all-cash offer represents a substantial premium
of 26.8 per cent over the volume-weighted average price of Haldex' shares
as quoted on the Nasdaq Stockholm over the three-month period ended 13 July
2016, and an attractive premium of 10.8 per cent on Haldex' closing share
price of SEK 85.25 as quoted on the Nasdaq Stockholm on 13 July 2016, the
last trading day prior to the announcement of the offer.
Detlef Borghardt, CEO of SAF-HOLLAND, said: "The proposed combination of
SAF-HOLLAND and Haldex has a compelling strategic rationale and clearly
delivers on our 'Strategy 2020'. With our highly complementary businesses,
we would form a new integrated champion for chassis-related commercial
vehicle components and serve our customers' increasing demand for aggregate
solutions even better. Together, we would form a one-stop shopping solution
provider for a wide range of components, from Electronic Braking System
modules installed together with brakes to axles systems combined with
suspensions. In addition, the transaction would significantly strengthen
the aftermarket position of the combined group and allow both companies to
jointly establish a clear front-runner position in the high-margin, low-
cyclical aftermarket business."
Haldex is a supplier of brake and suspension systems for commercial
vehicles. Its customer base includes manufacturers of heavy trucks, buses
and trailers, and axle manufacturers for these types of vehicles as well as
workshops serving the aftermarket. The product portfolio of Haldex
comprises all of the main components and sub-systems included in a complete
brake module or axles and suspension system for a commercial vehicle.
Haldex operates an R&D and engineering center in Sweden and production
sites in Brazil, China, Germany, Hungary, India, Mexico, Sweden and the
United States. In 2015, the Haldex Group had around 2,100 employees
generating sales of c. EUR 511 million*.
The combined group would benefit from a substantially expanded product
portfolio and become one of the Top 3 providers for nine product categories
in both North America and Europe, including brake slack adjustors, disc
brakes, brake cylinders as well as axles and suspension systems. The
combined product portfolio is very well positioned to combine mechanical
modules with sensors and electronics capability to provide for the
digitization of trailers, trucks and buses. Furthermore, both companies
could unlock additional growth potential by combining their know-how and
capabilities in product development and engineering. With its complementary
regional footprint, Haldex would also further enhance SAF-HOLLAND's
international presence, in particular in the emerging markets of Latin
America and Asia.
Following the combination of the already strong aftermarket activities of
both companies, the new group would have a sweet spot and an even better
position in the highly attractive and low-cyclical aftermarket business;
the combined group's sales share in the aftermarket business would exceed
the level of 30 per cent targeted by SAF-HOLLAND under its "Strategy 2020".
The new group would also benefit from substantial further growth potential
in the global aftermarket businesses, through combining the respective
regional network additions as well as leveraging SAF-HOLLAND's sales
channels and infrastructure for Haldex' products. With around 9,000
aftermarket and service stations, SAF-HOLLAND features a unique worldwide
distribution network for spare parts already.
Furthermore, the market demand for aggregate system solutions, especially
in the United States, as well as SAF-HOLLAND's close relationships with
major global fleet operators would enable the combined group to further
improve the approach towards end customers and develop products that meet
exactly their needs; end customers are a strategically important target
group as they play a key part in the decision which components are
purchased by truck and trailer manufacturers. In addition, SAF-HOLLAND and
Haldex could leverage their opportunities with Chinese bus OEMs, fortifying
their position in this segment.
As part of SAF-HOLLAND's "Strategy 2020", the company aims at realizing EUR
1.5 billion in sales by 2020. With the planned acquisition of Haldex, SAF-
HOLLAND is expected to deliver on this target ahead of time. The Haldex
Group is expected to deliver a positive contribution to SAF-HOLLAND's
earnings already in the first year of the transaction. Additional
significant growth potential for the combined business is expected in the
following years.
The offer is fully financed by cash already available to SAF-HOLLAND as
well as credit facilities secured for the intended transaction. The
conditions to drawdown under such credit facilities are customary for
facilities of this type. The offer is not subject to any financing
condition. SAF-HOLLAND intends to refinance parts of the purchase price for
Haldex by way of a capital increase, utilizing its existing authorized
share capital up to the authorized extent.
The offer is conditional, among other things, upon being accepted by
Haldex' shareholders to an extent that SAF-HOLLAND becomes the owner of
more than 90 per cent of the outstanding shares in Haldex. The announced
transaction is subject to merger control clearance by the relevant
authorities; this process will be initiated shortly. Detailed terms and
conditions of the offer have been published in the formal announcement of
the transaction under Swedish law which is available on SAF-HOLLAND's
website (www.safholland.com).
SAF-HOLLAND will file the offer document required for the announced
transaction with Finansinspektionen, Sweden's financial supervisory
authority, and is expecting approval of the offer document shortly.
Following approval, the offer document will be published on SAF-HOLLAND's
website (www.safholland.com). The acceptance period for the offer is
expected to commence on or around 1 August 2016 and end on or around 24
August 2016. Settlement is expected to be on or around 31 August 2016.
Joh. Berenberg, Gossler & Co. KG is acting as exclusive financial advisor
to SAF-HOLLAND.
*Based on an average SEK/EUR exchange rate in 2015 of 0.106869.
In the context of the announcement of the all-cash offer for Haldex AB
(publ) the Management of SAF-HOLLAND today, July 14 2016, will host
a conference call for the media at 10.00 am CEST / 09.00 am BST. Please use
one of the following dial-in numbers to participate:
+46 850 334655 Sweden
+49 30 232531428 Germany
+44 203 1474862 United Kingdom
To join the web-presentation please follow
https://em-tn.meetyoo.de/?token=Vn54ug%2BlZVo%3D&lang=en
a conference call for analysts/investors at 11.00 am CEST / 10.00 am BST.
Please use one of the following dial-in numbers to participate:
+46 850 334654 Sweden
+49 30 232531490 Germany
+45 38323125 Denmark
+41 44 5807521 Switzerland
+44 203 3679216 United Kingdom
+1 408 9169838 United States
To join the web-presentation please follow
https://em-tn.meetyoo.de/?token=eH6bY5RwQfs%3D&lang=en
SAF-HOLLAND Profile:
SAF-HOLLAND, with headquarters in Luxembourg, is the largest independent
listed supplier to the commercial vehicle market in Europe. With sales of
approximately EUR 1,060 million in 2015 and more than 3,100 employees, SAF-
HOLLAND is one of the world's leading manufacturers and suppliers of
chassis-related systems and components primarily for trailers, trucks,
buses, and recreational vehicles. The product range comprises axle and
suspension systems, fifth wheels, kingpins and landing gears and is
marketed under the brands SAF, Holland, and Neway. SAF-HOLLAND sells its
products to Original Equipment Manufacturers (OEMs) on six continents. In
the aftermarket, the SAF-HOLLAND Group sells spare parts to the Original
Equipment Service (OES) of the manufacturers and to end customers and
service centers through its extensive global service and distribution
network. SAF-HOLLAND is one of the few suppliers in the truck and trailer
industry that is internationally positioned in almost all markets
worldwide.
Haldex Profile:
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. The Company lives and breathes its business
delivering robust, technically superior solutions born from deep insight
into the customers' reality. By concentrating on its core competencies and
following its strengths and passions, Haldex combines both the operating
speed and flexibility required by the market. Collaborative innovation is
not only the essence of the Company's products - it is also its philosophy.
Haldex' 2,140 employees, spread on four continents, are constantly
challenging the conventional and strive to ensure that the products the
Company delivers create unique value for its customers and all end-users.
Haldex is listed on the Nasdaq Stockholm Stock Exchange and had net sales
of approximately SEK 4.8 billion in 2015.
Important notice
The distribution of this press release and any related offer documentation
in certain jurisdictions may be restricted or affected by the laws of such
jurisdictions. Accordingly, copies of this communication are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in, into or
from any such jurisdiction. Therefore, persons who receive this
communication (including, without limitation, nominees, trustees and
custodians) and are subject to the laws of any such jurisdiction will need
to inform themselves about, and observe, any applicable restrictions or
requirements. Any failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, SAF-HOLLAND disclaims any responsibility or liability
for the violations of any such restrictions by any person.
The offer is not being made, and this press release may not be distributed,
directly or indirectly, in or into, nor will any tender of shares be
accepted from or on behalf of holders in, Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa or the United States or any other
jurisdiction in which the making of the offer, the distribution of this
press release or the acceptance of any tender of shares would contravene
applicable laws or regulations or require further offer documents, filings
or other measures in addition to those required under Swedish law.
Statements in this press release 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 SAF-HOLLAND and Haldex.
Any such forward-looking statements speak only as of the date on which they
are made and SAF-HOLLAND 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.
SAF-HOLLAND contact for investors/analysts
Stephan Haas
Telephone: +49 (0)6095 301 617
Email: stephan.haas@safholland.de
Christina Hüttner
Telephone: +49 (0)6095 301 255
Email: christina.huettner@safholland.de
Contact for Swedish media and investors
Narva
Hans Westerberg
Mobile: +46 (0) 70 492 1936
Email: hans.westerberg@narva.se
Frank Bagge
Mobile: +46 (0) 76 0062 476
Email: frank.bagge@narva.se
Contact for German media and additional contact for investors
FTI Consulting
Carolin Amann
Mobile: +49 (0)175 299 3048
Email: carolin.amann@fticonsulting.com
Thomas M. Krammer
Mobile: +49 (0) 170 282 7848
Email: thomas.krammer@fticonsulting.com
Contact:
SAF-HOLLAND GmbH
Stephan Haas
Hauptstraße 26
63856 Bessenbach
Phone +49 6095 301-617
Stephan.Haas@safholland.de
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14.07.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: SAF-HOLLAND S.A.
68-70, boulevard de la Pétrusse
L-2320 Luxembourg
Grand Duchy of Luxembourg
Phone: +49 6095 301 - 0
Fax: +49 6095 301 - 260
E-mail: info@safholland.de
Internet: www.safholland.com
ISIN: LU0307018795, DE000A1HA979,
WKN: A0MU70, A1HA97
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart
End of News DGAP News Service
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482159 14.07.2016
DGAP-News: SAF-HOLLAND S.A. announces all-cash offer for Haldex to create a new integrated champion for chassis-related commercial vehicle components
| Source: EQS Group AG