SAF-Holland today announced a public cash offer to Haldex’s shareholders.
It is offering SEK66 per share in cash which values the issued share capital of Haldex at approximately SEK3.2bn.
The offer price represents a premium of approximately 46.5% to the closing price of SEK45.05 of the Haldex shares on Nasdaq Stockholm on 7 June 2022, the last trading day before the announcement of the offer;
66% to the volume-weighted average share price of the Haldex shares on Nasdaq Stockholm during the last month prior to 8 June 2022; and 64.8% to the volume weighted average share price of the Haldex shares on Nasdaq Stockholm during the last three months prior to 8 June 2022.
The acceptance period of the offer is expected to commence around 4 July 2022 and expire around 16 August 2022, subject to any extensions.
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.
SAF-Holland has acquired 14.1% of the outstanding shares in Haldex of which 9.2% have been acquired from Knorr-Bremse.
Athanase Industrial Partners (2,690,292 shares, 5.5% of the outstanding shares), Fjarde AP-fonden (3,105,224 shares, 6.4%), Afa Forsakring (3,281,834 shares, 6.7%), and Nordea Asset Management (1,856,493 shares, 3.8%), have undertaken to accept the offer, subject to certain conditions.
A total of 10,933,843 shares in Haldex, corresponding to 22.5% of the outstanding shares, are thus subject to the irrevocable undertakings.
At the written request of SAF-Holland, the Haldex oard has permitted the company to conduct a customary confirmatory due diligence review in connection with the preparation of the offer.
Haldex has retained Lazard as financial adviser and Mannheimer Swartling as legal adviser in relation to the offer.
Lenner & Partners Corporate Finance has, at the request of the board, provided an opinion according to which the offer is fair to Haldex’s shareholders from a financial point of view.