SAF-Holland SE completed the acquisition of remaining 86% stake in SAF-Holland SE from Knorr-Bremse Aktiengesellschaft, Athanese Industrial Partners Ltd., AP Fonden 4, AFA Försäkring AB, Nordea Asset Management and other shareholders.
August 30, 2022
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SAF-Holland SE (XTRA:SFQ) made a a public cash offer to acquire remaining 86% stake in Haldex AB (publ) (OM:HLDX) from Knorr-Bremse Aktiengesellschaft (XTRA:KBX), Athanese Industrial Partners Ltd., AP Fonden 4, AFA Försäkring AB, Nordea Asset Management and other shareholders for SEK 3.2 billion on June 8, 2022. Under the terms, SAF-Holland SE is offering SEK 66 per share. Completion of the offer is conditional upon, among other things, SAF-HOLLAND becoming the owner of more than 90% of the total number of shares in Haldex and the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities. Athanese Industrial Partners Ltd., AP Fonden 4, AFA Försäkring AB and Nordea Asset Management holding in total approximately 22.5% of the outstanding shares in Haldex, have entered into irrevocable undertakings to accept the offer subject to certain conditions. The Board of Directors of Haldex unanimously recommends that the shareholders of Haldex accept the offer. As of August 10, 2022, regulatory body has approved the transaction. As on August 18, 2022, 3,234,834 shares in Haldex, corresponding to approximately 68.35% of the total number of shares in Haldex has been accepted. SAF-HOLLAND has decided to complete the Offer. All Offer conditions are satisfied or have been waived. The acceptance period of the Offer is expected to commence around July 4, 2022 and expire around August 16, 2022, subject to any extensions. To allow for those shareholders who have not yet accepted the Offer to tender their shares to SAF-HOLLAND, the acceptance period will be extended until August 31, 2022. SAF-HOLLAND expects that the combination will unlock significant synergy potential of more than approximately SEK 104 million p.a. on a run-rate basis. The transaction is expected to be EPS accretive from year 1 post closing. Lazard AB, Lenner & Partners Corporate Finance AB acted as financial advisor of Haldex and Lenner & Partners Corporate Finance AB also provided fairness opinion to the Board of Haldex. Mannheimer Swartling Advokatbyrå Aktiebolag acted as legal advisor to Haldex. Holger Alfes, Nikolai Warneke, Alexander Schilling, Stephan Schulz, Jörg-Peter Kraack, Sebastian de Schmidt, Kathrin Westermann, Michaela Engel and Elisabeth Dworschak of Noerr Partnergesellschaft mbB acted as legal advisors to SAF-Holland SE. J.P. Morgan acted as sole financial advisor to SAF-HOLLAND. Christoph Wolf, Nicolas Kredel, Holger Engelkamp, Joakim Falkner, Carl Svernlöv and Henric Roth of Baker McKenzie advised Knorr-Bremse AG on the sale of its stake in Haldex. Erik Sjöman, Martin Svanberg and Linn Adelwald of Vinge advises SAF-HOLLAND.
SAF-Holland SE (XTRA:SFQ) completed the acquisition of remaining 86% stake in SAF-Holland SE (XTRA:SFQ) from Knorr-Bremse Aktiengesellschaft (XTRA:KBX), Athanese Industrial Partners Ltd., AP Fonden 4, AFA Försäkring AB, Nordea Asset Management and other shareholders on August 31, 2022. After the end of the extended acceptance period, SAF-HOLLAND controls in total 46,746,597 shares in Haldex, corresponding to approximately 96.14% of the total number of outstanding shares in Haldex and has initiated a compulsory acquisition procedure in accordance with the Swedish Companies Act to acquire all shares not tendered in the Offer. As of February 23, 2023, Polish Antitrust Authority Approves SAF-Holland's Takeover of Haldex. Haldex has applied for de-listing from Nasdaq Stockholm. Evercore Inc. (NYSE:EVR) acted as financial advisor to Knorr-Bremse AG in the transaction.
Knorr Bremse AG is a Germany-based company that manufactures braking systems and other subsystems for rail and commercial vehicles. It operates through two segments: Rail Vehicle Systems and Commercial Vehicle Systems. The Rail Vehicle Systems segment equips mass transit vehicles, such as metro cars, and mainline freight and passenger trains with brake systems, as well as entrance systems, heating, ventilation and air conditioning (HVAC) systems, auxiliary power supply, driver assistance systems, electrical traction equipment and control technology, among others. The Commercial Vehicle Systems segment offers products for trucks, buses, trailers and agricultural machinery. The product portfolio includes brake systems and vehicle dynamics solutions, such as driver assistance, energy supply and distribution systems, such as air compressors, and fuel efficiency products and transmission subsystems, such as vibration dampers, among others. The Company also offers aftermarket services.
SAF-Holland SE completed the acquisition of remaining 86% stake in SAF-Holland SE from Knorr-Bremse Aktiengesellschaft, Athanese Industrial Partners Ltd., AP Fonden 4, AFA Försäkring AB, Nordea Asset Management and other shareholders.