Knorr-Bremse: Swedish Securities Council does not permit extension of acceptance period in Knorr-Bremse's Offer for Haldex

Dow Jones received a payment from EQS/DGAP to publish this press release.

DGAP-Media / 2017-09-07 / 18:36 
 
This announcement is not an offer, whether directly or indirectly, in 
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any 
other jurisdictions where such offer pursuant to legislation and regulations 
in such relevant jurisdictions would be prohibited by applicable law. 
Shareholders not resident in Sweden who wish to accept the Offer (as defined 
below) must make inquiries concerning applicable legislation and possible 
tax consequences. Shareholders should refer to the offer restrictions 
included in the section titled "Important notice" at the end of this 
announcement and in the tender offer document which was published on 26 
September 2016. Shareholders in the United States should also refer to the 
section titled "Special notice to shareholders in the United States" at the 
end of this announcement. 
 
*Press release* 
 
*7 September 2017* 
 
*Swedish Securities Council does not permit extension of acceptance period 
in Knorr-Bremse's Offer for Haldex* 
 
*- Completion of the Offer not possible within the current acceptance period 
* 
 
*- Knorr-Bremse to assess whether possible to continue merger clearance 
process * 
 
On 7 September 2017, the Swedish Securities Council ("SSC") announced its 
decision in its statement AMN 2017:27 that any further extension of 
Knorr-Bremse's ("Knorr-Bremse") Offer to the shareholders of Haldex AB 
(publ) ("Haldex") is not permitted. Therefore, the Offer will lapse at the 
expiry of the acceptance period on 26 September 2017. 
 
Knorr-Bremse is currently assessing the prerequisites for a continued merger 
clearance process in the light of the SSC's statement that it is prepared to 
allow Knorr-Bremse to make a new Offer within three weeks of a positive 
decision of the competition authorities. 
 
Klaus Deller, Chairman of the Executive Board of Knorr-Bremse AG, said: "The 
SSC's decision not to extend the tender period is difficult to understand as 
shareholders have explicitly expressed their ongoing support for our Offer. 
We will, however, respect the ruling, analyse the reasoning behind the SSC 
decision and carefully assess all options to safeguard the interests of all 
stakeholders and of our company. We will thoroughly evaluate whether we can 
continue the process given that the Haldex Board has repeatedly stated that 
it will not execute the decision of the general meeting and not cooperate in 
the merger clearance process." 
 
Background to the Offer: 
 
On 5 September 2016, Knorr-Bremse AG announced a public Offer to the 
shareholders of Haldex to tender all shares in Haldex to Knorr-Bremse. The 
current acceptance period in the Offer ends on 26 September 2017. On 28 June 
2017, Knorr-Bremse announced that it had received indications that the EU 
Commission might initiate a Phase II investigation and that in anticipation 
of the EU Commission's decision to initiate a Phase II investigation, 
Knorr-Bremse applied for permission from the SSC to extend the maximum 
acceptance period until and including 9 February 2018. On 29 June 2017 the 
Haldex Board withdrew its support for the Offer and the continued merger 
control process. On 24 July 2017, the EU Commission informed Knorr-Bremse 
about its decision to initiate a Phase II investigation. During the 
extraordinary general meeting of Haldex on 17 August 2017 shareholders voted 
to support and endorse Knorr-Bremse's application to the SSC regarding an 
extension of the acceptance period; furthermore shareholders instructed the 
Haldex Board of Directors to cooperate with Knorr-Bremse in the preparation 
of notifications to merger control authorities and the preparation of any 
relating remedies. 
 
*Knorr-Bremse AG* 
 
*For additional information contact:* 
 
_Knorr-Bremse AG_ 
 
Eva Doppler 
Email: [e-mail] 
Phone: [phone] 
 
_Additional contacts for media in Germany_ 
 
FTI Consulting SC 
Carolin Amann 
Email: [e-mail] 
Phone: [phone] 
 
Thomas M. Krammer 
Email: [e-mail] 
Phone: [phone] 
 
_Additional contacts for media in Sweden_ 
 
Comir 
Johan Hähnel 
Email: [e-mail] 
Phone: [phone] 
 
_This press release was submitted for publication on 7 September 2017 at 
18:30 CEST._ 
 
*Important notice* 
 
The Offer is not being made, directly or indirectly, in or into Australia, 
Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any 
other means or instrumentality (including, without limitation, facsimile 
transmission, electronic mail, telex, telephone and the Internet) of 
interstate or foreign commerce, or of any facility of national security 
exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South 
Africa, and the Offer cannot be accepted by any such use, means, 
instrumentality or facility of, or from within, Australia, Canada, Hong 
Kong, Japan, New Zealand or South Africa. Accordingly, this announcement and 
any documentation relating to the Offer are not being and should not be 
sent, mailed or otherwise distributed or forwarded in or into Australia, 
Canada, Hong Kong, Japan, New Zealand or South Africa. 
 
*This announcement is not being, and must not be, sent to shareholders with 
registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or 
South Africa. Banks, brokers, dealers and other nominees holding shares for 
persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa 
must not forward this announcement or any other document received in 
connection with the Offer to such persons. * 
 
Statements in this 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 Knorr-Bremse AG. Any such forward-looking statements 
speak only as of the date on which they are made and Knorr-Bremse AG 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. 
 
*Special notice to shareholders in the United States* 
 
The Offer described in this announcement is made for shares of Haldex AB, a 
company incorporated under Swedish law, and is subject to Swedish disclosure 
and procedural requirements, which are different from those of the United 
States. The Offer is made in the United States in compliance with Section 
14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 
1934, as amended (the "U.S. Exchange Act"), subject to the exemptions 
provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in 
accordance with the requirements of Swedish law. Accordingly, the Offer is 
subject to disclosure and other procedural requirements, including with 
respect to withdrawal rights, the offer timetable, settlement procedures and 
timing of payments that are different from those applicable under U.S. 
domestic tender offer procedures and laws. 
 
To the extent permissible under applicable law or regulation, Knorr-Bremse 
AG and its affiliates or brokers (acting as agents for Knorr-Bremse AG or 
its affiliates, as applicable) may from time to time, and other than 
pursuant to the Offer, directly or indirectly purchase, or arrange to 
purchase, shares of Haldex AB, that are the subject of the Offer or any 
securities that are convertible into, exchangeable for or exercisable for 
such shares. To the extent information about such purchases or arrangements 
to purchase is made public in Sweden, such information will be disclosed by 
means of a press release or other means reasonably calculated to inform U.S. 
shareholders of Haldex AB of such information. In addition, the financial 
advisors to Knorr-Bremse AG, may also engage in ordinary course trading 
activities in securities of Haldex AB, which may include purchases or 
arrangements to purchase such securities. Knorr-Bremse AG and/or its 
affiliates or brokers have purchased shares of Haldex AB during the period 
following the announcement of the Offer on 5 September 2016. 
 
*NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. 
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR 
DISAPPROVED OF THIS 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.* 
 
End of Media Release 
 
Issuer: Knorr-Bremse Aktiengesellschaft 
Key word(s): Enterprise 
 
2017-09-07 Dissemination of a Press Release, transmitted by DGAP - a service 
of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
 
The DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 
607809 2017-09-07 
 
 

(END) Dow Jones Newswires

September 07, 2017 12:36 ET (16:36 GMT)