On 5 September 2016, Knorr-Bremse AG (“Knorr-Bremse”) announced a public offer to the shareholders of Haldex AB (publ) (“Haldex”) to tender all shares in Haldex to Knorr-Bremse (the “Offer”). The current acceptance period in the Offer ends on 16 June 2017 and Knorr- Bremse has made the assessment that the possibilities to obtain merger clearance on terms acceptable will be significantly enhanced should Knorr-Bremse have additional time to provide more thorough and detailed information to the authorities and prepare potential remedies. As previously announced, Knorr-Bremse therefore requested permission from the Swedish Securities Council (the “SSC”) to extend the maximum acceptance period with an additional three months, to 26 September 2017.
The SSC announced its decision in its issued statement AMN 2017:15 on 25 April 2017, that a further extension of three months is permitted. The SSC also allows Knorr-Bremse to close the acceptance period earlier if all relevant regulatory approvals have been obtained earlier and provided that Knorr-Bremse give Haldex shareholders ample time, i.e. a minimum of 14 days, to adjust to the new end of the acceptance period.
“The extension of the offer period is the right step and in the best interest of Knorr-Bremse, Haldex and its stakeholders. We can now provide additional information that further underlines our argumentation and the strong rationale behind the combination of Haldex and Knorr- Bremse. We are convinced that the expertise of both companies excellently matches. Our innovation power allows us to jointly develop new and pioneering solutions for customers in the commercial vehicle sector. We push forward the merger clearance processes with full commitment to successfully complete it as soon as possible and put the combination of Haldex and Knorr-Bremse into action,” said Klaus Deller, Chairman of the Executive Board of Knorr- Bremse AG.
The acceptance period for the Offer now runs until 26 September 2017. If all regulatory approvals are obtained in such time that the acceptance period, in accordance with the SSC’s decision and the conditions set, can be closed before that date, Knorr-Bremse will announce this. Knorr-Bremse will also give the target company reasonable time to update its recommendation and the shareholders will in such case also be given ample time to consider the recommendation. If necessary, Knorr-Bremse will register a required supplement to the offer document including the amended recommendation.
The settlement will be initiated as soon as Knorr-Bremse announces that the conditions for the Offer have been fulfilled or Knorr-Bremse irrespectively decides to complete the Offer. If such an announcement takes place on 26 September 2017, at the latest, settlement is expected to be initiated on 5 October 2017.
