SAF-HOLLAND S.A. announces all-cash offer for Haldex to create a new integrated champion for chassis-related commercial vehicle components
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.
###
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