Investor Presentation • Sep 7, 2022
Investor Presentation
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September 2022
Business Model and Strategy
R&D and Innovation
ESG Focus
Financials H1 2021
Outlook 2022
SAF-HOLLAND & Haldex AB
Contact and additional Information
Appendix
Business Model and Strategy
Global champion for chassis-related products / systems for trailers, trucks and buses
Balanced structural and regional set-up with differing regional market trends and replacement cycles
Strong position in oligopolistic markets
Unique selling model featuring direct access to broad end customer base
Industry-unique service network worldwide (~12,000 spare part and service stations in > 80 countries)
High share of aftermarket business counterbalancing OE cycles in the trailer & truck industry
Solid financial profile and cash generation
Axles and suspension systems
in > 80 countries
| TRAILER | TRUCK | |||
|---|---|---|---|---|
| TRAILER AXLES |
TRAILER SUSPENSIONS |
LANDING GEARS |
FIFTH WHEELS |
|
| Global positioning | #1-2 | #3 | #2 | #2 |
| Regional positioning | #1 EMEA, India #3 North America |
#2 North America |
#2 North America #2 EMEA |
#1 North America #2 EMEA |
| Competitors | 1. SAF-HOLLAND* 2. Fuwa 3. Hendrickson |
1. BPW 2. Hendrickson 3. SAF-HOLLAND |
1. Jost 2. SAF-HOLLAND 3. Fuwa |
1. Jost 2. SAF-HOLLAND 3. Fontaine 4. Fuwa |
Selected examples (additional product information on SAF-HOLLAND's website)
| Trailer | Truck / Bus | Digital | |
|---|---|---|---|
| Trailer axles | Fifth wheels | Telematic system | |
| Suspension systems | Air suspensions | Sensor monitoring | |
| Tire pressure management system |
Coupling systems | Automated coupling |
GROWTH AND PORTFOLIO OPTIMISATION
We have greatly expanded our global footprint and product portfolio. Our focus now lies on optimising this footprint, rationalising our product portfolio, utilising our extensive economies of scale and bundling our competencies toward an efficient and profitable future.
We embrace and foster the innovations of new technology in all areas of our business to ensure the long-term success of our product and service portfolio. We understand that our future growth relies on successful alliances and partnerships with leaders in complementary technologies.
We continue to build on our global reach by strengthening our position in the areas of global standardisation and harmonisation, digitalisation of operational processes and R&D, global sourcing, compliance, and further enhancement and development of our global infrastructure and leadership model.
We continuously improve the efficiencies in our production processes to maximise quality, consistency, adaptability and costeffectiveness. We value the health and safety of our employees as our highest priority. We choose to act environmentally responsibly and consider the best options to minimise our carbon footprint.
As we strive towards becoming an employer of choice, we build a competent and engaged workforce by investing in our personnel and encouraging life-long learning, with mobile and agile work.
Profitable sales growth
Adj. EBIT margin improvement to around 8 % by 2023 latest
Sustainable cashflow with cash conversion of 50 % to 60 %
Optimisation of Net debt to EBITDA ratio to below 2x
Continued increase of shareholder value
R159 Start assistant
▪CO2 reduction
During braking or in overrun phases, the centrally located high-voltage generator unit of the SAF TRAKr converts the kinetic energy of the trailer into electrical energy.
That energy can be used, for example, for the operation of a cooling unit or for pumps in tankers or silos.
Electrification Digitalisation/Connectivity Automated Driving
SAF SHAC - Fifth Wheel for automatic coupling
We aim to position ourselves as a globally attractive employer by promoting a tolerant, fair working environment and lifelong learning
We are establishing pioneering standards for CO2 emissions and the
| Investor Presentation September 2022 | < 17 | > | |
|---|---|---|---|
| $\overline{\bm{\mathcal{U}}}$ | ||
|---|---|---|
| Sales | EUR 773.3m (H1 2021: EUR 608.1m) |
|---|---|
| Adj. EBIT margin | 7.2% (H1 2021: 7.7%) Adjusted EBIT EUR 55.6m (H1 2021: EUR 47.0m) |
| Capex ratio | 1.4% (H1 2021: 1.4%) Capex EUR 10.6m (H1 2021: EUR 8.4m) |
| Net working capital ratio | 17.4% (December 31, 2021: 14.8%) Net working capital EUR 245.5m (December 31, 2021: EUR 184.4m) |
| Operating cash flow | EUR 18.8m (H1 2021: EUR 14.9m) |
| Adjusted EPS | EUR 0.84 (H1 2021: EUR 0.69) |
| Dividend | Dividend of EUR 0.35 (2021: EUR 0.0) per share for FY confirmed by the Annual General Meeting on May 19, 2022 |
| Outlook 2022 | Outlook for sales and EBIT margin increased |
Sales (in EUR million)
Sales development (by region, by customer category)
Adj. Gross Profit by Quarter (in EUR million and % of sales)
2021 2022
2021 2022
Adj. EBIT by Quarter (in EUR million and % of sales)
Sales (in EUR million)
Initiated price adjustments show first positive effects
High steel prices and high freight and energy costs, which are passed on with a time lag, have weighed very heavily on the cost of sales ratio
2021 2022
EBIT margin improved compared to the previous quarter but has not reached previous years levels
H1 2022 sales adjusted for FX effects: +29.3%
Start of a dedicated assembly line for fifth wheels in Mexico will further strengthen the aftermarket business
Q2 2022 sales adjusted for FX effects: +28.2%
2021 2022
Adj. EBIT by Quarter (in EUR million and % of sales)
Sales (in EUR million)
• H1 2022 sales adjusted for FX effects: +30.7%
• Strong sales growth in the trailer OE business driven by India and Australia
To meet increasing customer demand in India capacities will be expanded by 50% in a first step; new facility in Pune will start operations in the course of the first quarter 2023
Compared to the strong sales increase, the increase in cost of sales in H1 2020 was clearly disproportionately low
The adjusted EBIT margin improved by 8.5PP due to strong business development, efficiency gains and strict cost control
Compared to the strong sales increase, the increase in cost of sales in Q2 2022 was clearly disproportionately low
| H1 2022 | H1 2021 | Change | Change | Q2 2022 | Q2 2021 | Change | Change | |
|---|---|---|---|---|---|---|---|---|
| in EUR thousands | adjusted* | adjusted* | abs. | in % | adjusted* | adjusted* | abs. | in % |
| Sales | 773,253 | 608,124 | 165,129 | 27.2% | 403,546 | 322,504 | 81,042 | 25.1% |
| Cost of sales | -645,243 | -494,898 | -150,345 | 30.4% | -334,050 | -265,263 | -68,787 | 25.9% |
| Gross profit | 128,010 | 113,226 | 14,784 | 13.1% | 69,496 | 57,241 | 12,255 | 21.4% |
| in % of sales | 16.6% | 18.6% | 17.2% | 17.7% | ||||
| SG&A | -73,169 | -66,852 | -6,317 | 9.4% | -37,762 | -32,535 | -5,227 | 16.1% |
| in % of sales | -9.5% | -11.0% | -9.4% | -10.1% | ||||
| Operating profit | 54,841 | 46,374 | 8,467 | 18.3% | 31,734 | 24,706 | 7,028 | 28.4% |
| Share of net profit of | ||||||||
| investments accounted | ||||||||
| for using the equity | 776 | 579 | 197 | 34.0% | 398 | 290 | 108 | 37.2% |
| method | ||||||||
| EBIT | 55,617 | 46,953 | 8,664 | 18.5% | 32,132 | 24,996 | 7,136 | 28.5% |
| in % of sales | 7.2% | 7.7% | 8.0% | 7.8% | ||||
| Finance result | -3,343 | -4,423 | 1,080 | -24.4% | -545 | -2,745 | 2,200 | -80.1% |
| Result before taxes | 52,274 | 42,530 | 9,774 | 22.9% | 31,587 | 22,251 | 9,336 | 42.0% |
| Income taxes | -13,994 | -11,356 | -2,638 | 23.2% | -8,450 | -5,952 | -2,498 | 42.0% |
| Tax rate (%) | 26.8% | 26.7% | 26.8% | 26.7% | ||||
| Result for the period | 38,280 | 31,174 | 7,106 | 22.8% | 23,137 | 16,299 | 6,838 | 42.0% |
| in % of sales | 5.0% | 5.1% | 5.7% | 5.1% |
* Adjusted earnings correspond to the management perspective. The adjustments essentially include restructuring and transactions costs, write-off of goodwill, depreciation and amortisation arising from purchase price allocations, expenses arising from the step-up of inventories arising from purchase price allocations and remeasurement effects related to call and put options.
Net working capital (in % of sales)
| EUR MN | 12/31/ 2020 |
03/31/ 2021 |
06/30/ 2021 |
09/30/ 2021 |
12/31/ 2021 |
03/31 2022 |
06/30/ 2022 |
|---|---|---|---|---|---|---|---|
| Inventories | 126.4 | 155.8 | 176.0 | 195.3 | 194.0 | 211.9 | 237.0 |
| Trade receivables |
95.3 | 130.0 | 148.9 | 147.2 | 136.3 | 176.1 | 184.6 |
| Trade payables |
-107.2 | -147.4 | -163.4 | -160.6 | -145.8 | -179.3 | -176.2 |
| NWC | 114.6 | 138.4 | 161.5 | 181.9 | 184.4 | 208.7 | 245.5 |
| Sales (LTM) | 959.5 | 961.7 | 1,091.4 | 1,175.6 | 1,246.6 | 1,330.7 | 1,411.7 |
Net cash flow from operating activities (EUR million)
• Operating cash flow in Q2 2022 at EUR 24.0 million (Q2 2021: EUR 9.3 million) mainly due to higher earnings
Free cash flow (EUR million)
| Trailer | Trucks | |
|---|---|---|
| EMEA | -7% | -12% |
| North America | +27% | +15% |
| Brazil | -8% | +0% |
| China | -45% | -45% |
| India | +69% | +50% |
Sources: Market data for trucks and trailers based on IHS Markit (July 2022), CLEAR International (June 2022), ACT Research (July 2022), ANFAVEA (July 2022), ANFIR (July 2022), ARTSA (July 2022), SIAM (July 2022)
• Declining markets expected in 2022 as China still struggles with COVID-19 and lockdowns as well as inflation
Investor Presentation September 2022 < 37 >
| March 17, 2022 | May 5, 2022 | July 28, 2022 | |
|---|---|---|---|
| Sales | EUR 1.15bn to EUR 1.3bn |
EUR 1.2bn to EUR 1.35bn |
EUR 1.4 bn to EUR 1.5 bn |
| Adjusted EBIT margin |
Significantly below 2021 |
6.5% to 7.0% | 7.0% to 8.0% |
| Capex ratio | 2% to 2.5% | 2% to 2.5% | 2% to 2.5% |
Creating a global champion for chassis-related commercial vehicle systems
NOTE: 2021 average FX rate of 0.0986 SEK/EUR used; All data as of 2021A * ADB: Air Disc Brakes; TEBS: Trailer Electronic Braking System; ABA: Automatic Brake Adjusters
Provider of brake and air suspension systems for heavy trucks, buses, and trailers
EBS** and ABS** Parking Safety Actuators Air Treatment Brake Adjusters Values Air Disc Brakes Air Suspension
GEOGRAPHICAL FOOTPRINT
| (SEKm) | (€m) | ||||
|---|---|---|---|---|---|
| 2021A | 2020A | 2021A | 2020A | Δ | |
| Net sales | 4,612 | 4,007 | 455 | 395 | 15% |
| Organic growth (%) | 21 | (20) | 21 | (20) | – |
| Operating income | 341 | (100) | 34 | (10) | n.m. |
| Adjusted operating income | 357 | 163 | 35 | 16 | 120% |
| Operating margin (%) | 7.4 | (2.5) | 7.4 | (2.5) | 9.9% |
| Adjusted operating margin (%) | 7.7 | 4.1 | 7.7 | 4.1 | 3.7% |
| Return on capital employed (%)* | 13.2 | 5.1 | 13.2 | 5.1 | 8.1% |
| Net income | 228 | (300) | 22 | (30) | n. m. |
| Earnings per share | 4.65 | (6.44) | 0.45 | (0.62) | n.m. |
| Cash flow, operating activities | 296 | 215 | 29 | 21 | 38% |
SOURCE: Company information
NOTE: 2021 average FX rate 0.0986 SEK/EUR used
* Excluding non-recurring items. Rolling twelve months. The effect of IFRS-16 leases has been excluded as per Company reporting
** EBS: Electronic Brake System; ABS: Anti-Lock Braking System
Creating a global champion for chassis-related systems with a highly complementary product portfolio
Significant customer benefits from integrated mechatronic offering and increased regional reach
Unique ability to drive industry transformation and address megatrends via smart solutions and mechatronic systems
Aftermarket powerhouse with increased scale, resilience and profitability
Attractive financial profile with expected EPS accretion from year 1 post closing of the transaction with consequent deleveraging and strong synergy potential
ONE-STOP-SHOP SOLUTIONS PROVIDER FOR WIDE RANGE OF PRODUCTS TO BECOME A SYSTEM SUPPLIER
| SAF-HOLLAND | Haldex | ||||
|---|---|---|---|---|---|
| Trailer Axles | Fifth Wheels | Landing Gear | Suspensions / Air Controls |
Foundation Brake |
|
| Global positioning |
#1-2 | #2 | #2 | #1-3 | |
| Regional positioning |
#1 EMEA #1 India #3 NA* |
#1 NA* #2 EMEA |
#2 NA* #2 EMEA |
#2 Europe: Air Disc Brakes, Trailer #1 Europe: Air Suspension, Trailer #3 Europe: Trailer EBS #1 Europe / NA: Brake Adjusters |
|
1
2 Significant customer benefits from integrated mechatronic offering…
SOLE SYSTEM SUPPLIER WORLDWIDE FOR ALL CHASSIS-RELATED PRODUCTS
* EBS: Electronic Brake System
NOTE: 2021 average FX rate of 0.0986 SEK/EUR used; Data as of 2021A; Pro-forma figures exclude intercompany consolidation effects, transaction costs and synergies
* NA: North America; EMB: Electro-mechanical Brake; TEBS: Trailer Electronic Brake System
** Middle East sales included within APAC bucket *** Middle East sales from Haldex included within APAC bucket
Source: Clear International, SAF-HOLLAND, Roland Berger Source: Clear International, SAF-HOLLAND, Roland Berger
* ADB: Air Disc Brake
* ADB: Air Disc Brake
Investor Presentation September 2022 < 49 >
Source: ACT Research, SAF-HOLLAND, Roland Berger Source: Clear International, SAF-HOLLAND, Roland Berger;
* ADB: Air Disc Brake; ABA: Automatic Brake Adjuster
Unique ability to drive industry transformation and address megatrends via smart solutions and mechatronic systems 3
In 2025+, Commercial Vehicles are expected to be partially autonomous, connected and efficient due to alternative fuels and improved aerodynamics
| Data acquisition | Combined features | Common services | Launch subsystem | Highly automated driving |
|---|---|---|---|---|
| Field testing • Data collection in field and bench tests • Correlation analysis of TEBS* and axle & suspension data |
• Big data analysis • Integration of soft docking with Telematics • Improved EBPMS: Electronic Brake Performance Monitoring System Electrification • Intelligent recuperation for e-axle |
Intelligent telematic services • Develop predictive maintenance functionalities • Transmission of reliable weight and load information • Park control based on geo location |
Predictive maintenance • Wheel brake monitoring • Wheel bearing monitoring (e.g., temperature, vibration) Merge and common use of hardware • Sensor fusion and harmonization of circuit boards |
• Intelligent Truck / Trailer communication for automated coupling • High-speed data interface between Truck & Trailer EBS* |
* TEBS: Trailer Electronic Brake System; EBS: Electronic Brake System
NOTE: 2021 average FX rate of 0.0986 SEK/EUR used; All data as of 2021A; Pro-forma figures exclude intercompany consolidation effects, transaction costs and synergies
5
Attractive financial profile with expected EPS accretion from year 1 post closing of the transaction with consequent deleveraging…
NOTE: 2021 average FX rate 0.0986 SEK/EUR used, All data as of 2021A
*** Excluding intercompany consolidation effects, transaction costs and synergies; **** Based on consensus
* TEBS: Trailer Electronic Brake System
| Broker | Recommendation | Last Update |
|---|---|---|
| Berenberg Bank | Buy | September 5, 2022 |
| Deutsche Bank | Hold | August 02, 2022 |
| Hauck Aufhäuser Lampe | Buy | August 05, 2022 |
| Kepler Cheuvreux | Hold | August 18, 2022 |
| Oddo BHF | Outperform | July 29, 2022 |
| Stifel | Hold | May 06, 2022 |
| Warburg Research | Buy | July 29, 2022 |
| Issuer & contact | Financial calendar 2022 | |
|---|---|---|
| SAF-HOLLAND SE Hauptstrasse 26 |
September 07, 2022 | Commerzbank and ODDO BHF Corporate Conference Frankfurt |
| 63856 Bessenbach | September 19+20, 2022 | Berenberg and Goldman Sachs 11th German Corporate Conference |
| Michael Schickling Tel: +49 6095 301 – 617 |
November 10, 2022 | Q3 2022 Quarterly Statement |
| Alexander Pöschl Tel: +49 6095 301 – 117 |
December 06, 2022 | CIC Market Solution Forum Paris |
| Email: [email protected] |
| Total | H1 2022 | in % | Total | H1 2021 | in % | |||
|---|---|---|---|---|---|---|---|---|
| in EUR thousands | H1 2022 | Adjustments | adjusted* | of sales | H1 2021 | Adjustments | adjusted* | of sales |
| Sales | 773,253 | – | 773,253 | 100.0% | 608,124 | – | 608,124 | 100.0% |
| Cost of sales | -646,509 | 1,266 | -645,243 | -83.4% | -496,103 | 1,205 | -494,898 | -81.4% |
| Gross profit | 126,744 | 1,266 | 128,010 | 16.6% | 112,021 | 1,205 | 113,226 | 18.6% |
| Other income | 1,697 | –7 | 1,690 | 0.2% | 517 | – | 517 | 0.1% |
| Other expenses | -2,158 | 1,256 | -902 | -0.1% | – | – | – | 0.1% |
| Selling expenses | -36,135 | 3,377 | -32,758 | -4.2% | -29,382 | 3,515 | -25,867 | -4.3% |
| Administrative expenses | -33,366 | 844 | -32,522 | -4.2% | -31,847 | 582 | -31,265 | -5.1% |
| Research and development costs | -8,839 | 162 | -8,677 | -1.1% | -10,626 | 389 | -10,237 | -1.7% |
| Operating profit | 47,943 | 6,898 | 54,841 | 7.1% | 40,683 | 5,691 | 46,374 | 7.6% |
| Share of net profit of investments | ||||||||
| accounted for using the equity | 776 | – | 776 | 0.1% | 579 | – | 579 | 0.1% |
| method | ||||||||
| EBIT | 48,719 | 6,898 | 55,617 | 7.2% | 41,262 | 5,691 | 46,953 | 7.7% |
| Finance income | 3,130 | – | 3,130 | 0.4% | 1,043 | – | 1,043 | 0.2% |
| Finance expenses | -6,473 | – | -6,473 | -0.8% | -5,466 | – | -5,466 | -0.9% |
| Finance result | -3,343 | – | -3,343 | -0.4% | -4,423 | – | -4,423 | -0.7% |
| Result before taxes | 45,376 | 6,898 | 52,274 | 6.8% | 36,839 | 5,691 | 42,530 | 7.0% |
| Income taxes | -14,105 | 111 | -13,994 | -1.8% | -14.291 | 2,935 | -11,356 | -1.9% |
| Tax rate (%) | 31.0% | – | 26.8% | 38.8% | – | 26.7% | ||
| Result for the period | 31,271 | 7,009 | 38,280 | 5.0% | 22,548 | 8,626 | 31,174 | 5.1% |
* Adjusted earnings correspond to the management perspective. The adjustments essentially include restructuring and transactions costs, write-off of goodwill, depreciation and amortisation arising from purchase price allocations, expenses arising from the step-up of inventories arising from purchase price allocations and remeasurement effects related to call and put options.
| in EUR thousands | H1 2022 | H1 2021 | Change absolute | Change in % |
|---|---|---|---|---|
| EBIT | 48,719 | 41,262 | 7,457 | 18.1% |
| EBIT margin in % | 6.3% | 6.8% | ||
| Additional depreciation and amortisation of property, plant and equipment and intangible assets from PPA |
4,640 | 4,620 | 20 | 0.4% |
| Valuation effects from call and put options | 1,256 | – | 1,256 | |
| Restructuring and transactions costs | 1,002 | 1,071 | -69 | -6.4% |
| Adjusted EBIT | 55,617 | 46,953 | 8,664 | 18.5% |
| Adjusted EBIT margin in % | 7.2% | 7.7% | ||
| in EUR thousands | H1 2022 | H1 2021 | Change absolute | Change in % |
|---|---|---|---|---|
| EBIT | 20,535 | 32,815 | -12,280 | -37.4% |
| EBIT margin in % | 4.8% | 9.1% | ||
| Additional depreciation and amortisation of property, plant and equipment and intangible assets from PPA |
2,214 | 2,332 | -118 | -5.1% |
| Restructuring and transactions costs | 746 | 197 | 549 | 278.7% |
| Adjusted EBIT | 23,495 | 35,344 | -11,849 | -33.5% |
| Adjusted EBIT margin in % | 5.5% | 9.8% |
| in EUR thousands | H1 2022 | H1 2021 | Change absolute | Change in % |
|---|---|---|---|---|
| EBIT | 22,272 | 9,335 | 12,937 | 138.6% |
| EBIT margin in % | 8.0% | 4.8% | ||
| Additional depreciation and amortisation of property, plant and equipment and intangible assets from PPA |
1,134 | 1,086 | 48 | 4.4% |
| Valuation effects from call and put options | 1,256 | – | 1,256 | – |
| Restructuring and transactions costs | 131 | 301 | -170 | -56.5% |
| Adjusted EBIT | 24,793 | 10,722 | 14,071 | 131.2% |
| Adjusted EBIT margin in % | 8.9% | 5.5% |
| in EUR thousands | H1 2022 | H1 2021 | Change absolute | Change in % |
|---|---|---|---|---|
| EBIT | 5,912 | -888 | 6,800 | |
| EBIT margin in % | 8.2% | -1.7% | ||
| Additional depreciation and amortisation of property, plant and equipment and intangible assets from PPA |
1,292 | 1,202 | 90 | 7.5% |
| Restructuring and transactions costs | 125 | 573 | -448 | -78.2% |
| Adjusted EBIT | 7,329 | 887 | 6,442 | 726.3% |
| Adjusted EBIT margin in % | 10.2% | 1.7% |
On 08 June 2022, SAF-HOLLAND SE ("SAF-HOLLAND") announced a cash offer to the shareholders of Haldex AB (publ) ("Haldex"), to acquire all shares in Haldex (the "Offer"). For complete information regarding the terms and conditions of the Offer, please refer to the offer announcement and the offer document. By attending the any investor call where this presentation is made, or by reading the presentation slides, you are informed of and agree to be bound by the following limitations. This presentation does not constitute a recommendation regarding securities of SAF-HOLLAND. This presentation has been prepared for information purposes, it is furnished solely for the purpose of informing about the Offer and may not be relied upon for any other purposes. This presentation is not an offer document, prospectus or similar document. It is not subject to any registration or approval requirements and has not been, and will not be, examined, approved or registered by any financial supervisory authority or other supervisory body. SAF-HOLLAND will file the offer document required for the announced transaction with Finansinspektionen, Sweden's financial supervisory authority, and is expecting approval of the offer document shortly. Following approval, the offer document will be published on SAF-HOLLAND's website. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, or opinions contained herein. Neither SAF-HOLLAND nor any of SAF-HOLLAND's advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. The information regarding Haldex is based on information made available by Haldex. Accordingly, SAF-HOLLAND does not represent that the information included herein with respect to Haldex is accurate or complete and does not take any responsibility for such information being accurate or complete. The information in this presentation purports to be accurate, although not complete, only as of the date of the presentation. No representation or warranty, express or implied, is made that it was or will remain accurate on any other date. Accordingly, the information set out herein may be subject to updating, completion, revision, verification and amendment and may change materially. The distribution of this presentation and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this presentation are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this presentation (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, SAF-HOLLAND disclaims any responsibility or liability for the violations of any such restrictions by any person. The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which the making of the Offer, the distribution of this presentation or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Statements in this presentation 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 forwardlooking statements due to many factors, many of which are outside the control of SAF-HOLLAND and Haldex. Any such forward-looking statements speak only as of the date on which they are made and SAF-HOLLAND 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. The Offer, the information and documents contained in this presentation are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this presentation are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this presentation is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50% or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
* The Offer described in this presentation is made for the issued and outstanding shares of Haldex, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder ("Regulation 14E"), subject to the exemptions from certain U.S. tender offer rules provided by Rule 14d-1(d) of the U.S. Exchange Act, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. The offeror's ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders' ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares of Haldex domiciled or resident in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.
Haldex's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Haldex to whom the offer is being made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Haldex's other shareholders. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate. It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Haldex is located in another country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue Haldex or SAF-HOLLAND or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Haldex or SAF-HOLLAND and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court. To the extent permissible under applicable law or regulations, SAF-HOLLAND and its affiliates or its brokers and its brokers' affiliates (acting as agents for SAF-HOLLAND or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Haldex outside the United States in reliance on applicable exemptions from the requirements of Regulation 14E (or any securities that are convertible into, exchangeable for or exercisable for such shares). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, but in any event, at a price per share not more than the Offer Price, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, affiliates to the financial advisors to SAF-HOLLAND may also engage in ordinary course trading activities in securities of Haldex, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law and regulation. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations. The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither SAF-HOLLAND nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESENTATION OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESENTATION IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
This presentation has been prepared by SAF-HOLLAND SE ("SAF-HOLLAND") and comprises written materials concerning SAF-HOLLAND. It is furnished to you solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person. It contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation of SAF-HOLLAND or its business. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither SAF-HOLLAND nor any of the members of its management board or any of its officers, employees or advisors nor any other person shall have any responsibility or liability whatsoever (for negligence or otherwise) arising, directly or indirectly, from the use of this presentation, or its contents or otherwise in connection with this presentation.
This presentation contains certain statements related to our future business and financial performance and future events or developments involving SAF-HOLLAND and/or the industry in which SAF-HOLLAND operates that may constitute forward-looking statements. These statements may be identified by words such as "believes," "expects," "predicts," "intends," "projects," "plans," "estimates," "aims," "foresees," "anticipates," "targets," and similar expressions. Forward-looking statements are not historical facts, but solely opinions, views and forecasts which are based on current expectations and certain assumptions of SAF-HOLLAND's management or cited from third party sources which are uncertain and subject to risks. Actual events may differ significantly from the anticipated developments due to a number of factors, including without limitation, changes in general economic conditions, changes affecting the fair values of the assets held by SAF-HOLLAND and its subsidiaries, changes affecting interest rate levels, changes in competition levels, changes in laws and regulations, environmental damages, the potential impact of legal proceedings and actions and the Group's ability to achieve operational synergies from past or future acquisitions. Should any of these risks or uncertainties materialise or should underlying expectations not occur or assumptions prove to be incorrect, actual results, performance or achievements of SAF-HOLLAND may (negatively or positively) vary materially from those described, explicitly or implicitly, in the relevant forward-looking statement.
The information contained in this presentation, including any forward-looking statements expressed herein, speaks only as of the date hereof and reflects current legislation and the current business and financial affairs of the SAF-HOLLAND which are subject to change and audit. Neither the delivery of this presentation nor any further discussions of SAF-HOLLAND with any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of SAF-HOLLAND since such date. Consequently, SAF-HOLLAND neither accepts any responsibility for the future accuracy of the information contained in this presentation, including any forward-looking statements expressed herein, nor assumes any obligation, to update or revise this information to reflect subsequent events or developments which differ from those anticipated.
* This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This presentation is for information purposes only and does neither constitute an offer to sell securities, nor any recommendation of, or solicitation of an offer to buy, any securities of SAF-HOLLAND in the United States, Germany or any other jurisdiction. In the United States, any securities may not be offered or sold absent registration or an exemption from registration under the U.S. Securities Act of 1933.
The information contained in this document has not been subject to any independent audit or review. Information derived from unaudited financial information should be read in conjunction with the relevant audited financial statements, including the notes thereto. Certain financial data included in the document consists of "non-IFRS financial measures". These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included herein.
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