SAF-HOLLAND S.A. announces offer for shares in Haldex

SAF-HOLLAND S.A.  / Key word(s): Offer

14.07.2016 07:03

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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This ad hoc announcement 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 ad hoc announcement 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 ad hoc announcement.

SAF-HOLLAND announces offer to acquire Haldex for SEK 94.42 per share in
cash to create a new integrated group for chassis-related components

Luxembourg, July 14, 2016 +++ SAF-HOLLAND S.A. ("SAF-HOLLAND") offers,
through its wholly-owned subsidiary SAF-HOLLAND GmbH, to acquire all issued
and outstanding shares in Swedish Haldex AB (publ) ("Haldex") for SEK 94.42
(equivalent to EUR 10.02* as per exchange rate of July 13, 2016) per share
in cash, corresponding to a total offer value of SEK 4,165,241,047 (EUR
442.10 million) for the shares in Haldex.

This all-cash offer to the shareholders of Haldex as published today
includes a substantial premium on the Haldex share price of:

  - 26.8 per cent over the three-months volume-weighted average share price
    of Haldex as quoted on the Nasdaq Stockholm;

  - 10.8 per cent over the closing price of the Haldex share on July 13,
    2016 as quoted on the Nasdaq Stockholm; and

  - 35.7 per cent over the six-months volume-weighted average Haldex share
    price as quoted on the Nasdaq Stockholm.

For the SAF-HOLLAND Group, the proposed acquisition represents a compelling
opportunity to create a new integrated champion for chassis-related
components for commercial vehicles. Through the combination of the two
businesses, the new group benefits from a complementary product portfolio
and has an outstanding position in the spare parts business. The Haldex
Group is expected to deliver a positive contribution to SAF-HOLLAND Group's
earnings already in the first year of the transaction.

SAF-HOLLAND expects that the integration of the complementary product
portfolio from Haldex' braking components and EBS (Electronic Braking
System) modules into the axle and suspension systems of SAF-HOLLAND
establishes an ideal platform for additional sales growth; besides the new
platform is expected to generate positive earnings effects for the combined
group in the coming years.

In addition to the significant strengthening of the competitive position
and the potential from combining know-how and capabilities in product
development, engineering and application technology, the complementary
regional footprint allows to combine business activities, particularly in
the emerging markets. This represents a key step in the implementation of
SAF-HOLLAND's Strategy 2020 objectives.

The combination of the already strong aftermarket activities of the two
groups establishes an aftermarket powerhouse, unlocking substantial further
growth potential for both, through mutual regional additions as well as by
capitalizing on SAF-HOLLAND's sales channels for Haldex' products. With
around 9,000 aftermarket and service stations, SAF-HOLLAND already features
a unique worldwide distribution network for spare parts.

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. In addition, 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 under 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. The acceptance period is expected to commence on or around August
1, 2016 and end on or around August 24, 2016.

Joh. Berenberg, Gossler & Co. KG is acting as exclusive financial advisor
to SAF-HOLLAND.

*Based on an exchange rate of SEK/EUR of 0.1061. 


Contact:
SAF-HOLLAND GmbH
Stephan Haas
Hauptstraße 26
63856 Bessenbach

Phone +49 6095 301-617
Stephan.Haas@safholland.de


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Information and Explanation of the Issuer to this News:

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

em-tn.meetyoo.de


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

em-tn.meetyoo.de


Company Profile:

SAF-HOLLAND S.A., 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, the company 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 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.

Important notice
The distribution of this ad hoc announcement 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 ad hoc announcement 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 ad
hoc announcement 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 ad hoc announcement 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

14.07.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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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 Announcement                             DGAP News-Service
 
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