GERMANY: VW crosses equity threshold to take full control of Scania
VW says it will control 90.47% percent of Scania's capital after 27.5% of stockholders of the Swedish truck company accepted its SEK 200 per share offer, exceeding the 90% acceptance threshold.
In March Scania's board said that VW's offer was too low and rejected its bid. VW Group proceeded to buy up shares anyway.
Volkswagen said that all conditions for completion of the offer have now been fulfilled and Scania will now be fully integrated into VW Group.
"We are pleased that Scania shareholders accepted our highly attractive offer to the necessary extent. This is good news for the Volkswagen Group as a whole, as we can now take the next logical and consistent step in our strategy to strengthen the operational integration between Scania, MAN and Volkswagen Commercial Vehicles to create a leading commercial vehicles group," said Martin Winterkorn, Chairman of the Board of Management of Volkswagen.
"The success of the offer is also good news for Scania, as the company will be a core element of the integrated commercial vehicles group which will open up new opportunities for all parties involved. Not least, it is good news for Scania's employees, as our agreement with Scania trade unions to safeguard jobs and locations in Sweden will now come into effect and will be implemented swiftly."
Volkswagen declares the offer for Scania unconditional and will acquire all tendered shares
Tue, May 13, 2014 09:30 CET
The offer referred to in this press release is not being made, whether directly or indirectly, in Canada, 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 press release and in the tender offer document which has been published on Volkswagen’s website www.volkswagenag.com/ir. 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 press release.
13 May 2014
The offer has been accepted to such extent that Volkswagen after completion of the offer will become the owner of 90.47 percent of all shares in Scania.
On 21 February 2014, Volkswagen Aktiengesellschaft (“Volkswagen”) announced a public offer to the shareholders of Scania Aktiebolag (“Scania”) to tender all shares in Scania to Volkswagen at a price of SEK 200 in cash per share, regardless of share class (the “Offer”). As of the time of this announcement on 13 May 2014, the shares tendered in the Offer, together with the shares already held or otherwise controlled by Volkswagen, amount to in aggregate 723,733,927 shares in Scania, comprising 390,197,071 A shares and 333,536,856 B shares, corresponding to 90.47 percent of the shares and 96.26 percent of the voting rights in Scania.
Volkswagen hereby announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional in all respects and Volkswagen will complete the acquisition of the shares tendered in the Offer. Settlement for shares tendered up until 12 May 2014 is expected to take place on or around 19 May 2014.
“ We are pleased that Scania shareholders accepted our highly attractive offer to the necessary extent. This is good news for the Volkswagen Group as a whole, as we can now take the next logical and consistent step in our strategy to strengthen the operational integration between Scania, MAN and Volkswagen Commercial Vehicles to create a leading commercial vehicles group. The success of the offer is also good news for Scania, as the company will be a core element of the integrated commercial vehicles group which will open up new opportunities for all parties involved. Not least, it is good news for Scania’s employees, as our agreement with Scania trade unions to safeguard jobs and locations in Sweden will now come into effect and will be implemented swiftly”, said Martin Winterkorn, Chairman of the Board of Management of Volkswagen.
The extended acceptance period allows remaining shareholders of Scania to accept the Offer until 16 May 2014 at 5:00 pm (CET). Settlement for shares tendered after 12 May 2014 is expected to take place on or around 27 May 2014.
Volkswagen will initiate compulsory acquisition of the remaining shares in Scania as well as promote a delisting of Scania’s shares from NASDAQ OMX Stockholm.
Prior to announcement of the Offer, Volkswagen held or otherwise controlled in aggregate 501,089,097 shares in Scania, comprising 380,315,018 A shares and 120,774,079 B shares, corresponding to 62.64 percent of the shares and 89.18 percent of the voting rights in Scania.
As of the time of this announcement on 13 May 2014, the Offer has been accepted by shareholders representing in total 220,233,210 shares in Scania, comprising 9,871,112 A shares and 210,362,098 B shares, corresponding to 27.53 percent of the shares and 7.02 percent of the voting rights in Scania.
In addition, Volkswagen has, as from 7 May 2014, outside the Offer acquired in total 2,411,620 shares in Scania, comprising 10,941 A shares and 2,400,679 B shares, corresponding to 0.30 percent of the shares and 0.06 percent of the voting rights in Scania. None of these shares have been acquired at a price which exceeds the price in the Offer.
For additional information, please contact:
Christine Ritz, Head of Group Investor Relations / Spokesperson for Finance, Volkswagen
Tel: +49 (0) 53 61 94 98 40, e-mail: email@example.com
Marco Dalan, Spokesperson for Finance, Volkswagen
Tel: +49 (0) 53 61 97 11 21, fax: +49 (0) 53 61 97 94 44, e-mail: firstname.lastname@example.org
This information was submitted for publication on 13 May 2014 at 9:30 am (CET).
Information about the Offer:
The Offer is not being made, directly or indirectly, in or into Canada, 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 Canada, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Canada, New Zealand or South Africa. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Canada, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release or in the offer document 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 Volkswagen AG. Any such forward-looking statements speak only as of the date on which they are made and Volkswagen 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 referenced in this press release is made for shares of Scania 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, Volkswagen AG and its affiliates or brokers (acting as agents for Volkswagen 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 Scania 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 Scania AB of such information. In addition, the financial advisors to Volkswagen AG, may also engage in ordinary course trading activities in securities of Scania AB, which may include purchases or arrangements to purchase such securities. Volkswagen AG and/or its affiliates or brokers purchased shares of Scania AB in the extended offer period after the original offer period had ended on 25 April 2014.
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 PRESS RELEASE OR DETERMINED WHETHER THIS PRESS RELEASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
Original source: VW Group