AI assistant
Knorr-Bremse AG M&A Activity 2016
247_rns_2016-09-05_5e978dd0-e0ad-4fd3-be70-e623e256f499.html
M&A Activity
Open in viewerOpens in your device viewer
News Details
Corporate | 5 September 2016 08:32
Knorr-Bremse announced an all-cash offer to acquire Haldex today
DGAP-News: Knorr-Bremse Aktiengesellschaft / Key word(s): Takeover/Strategic Company Decision
2016-09-05 / 08:32
The issuer is solely responsible for the content of this announcement.
THIS IS NOT A PUBLIC OFFER. NOT FOR DISTRIBUTION IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
This press release is not an offer. Any offer for shares of Haldex will only be made pursuant to an offer document to be approved by the Swedish Financial Supervisory Authority as responsible regulator, which will be published on our website under www.Knorr-BremseandHaldex.com. You should refer to the detailed restrictions and information in the offer document before making any decision on whether to participate in the offer.
Knorr-Bremse announced an all-cash offer to acquire Haldex today
- Planned combination of Haldex and Knorr-Bremse creates a technology-leading systems supplier to the global commercial vehicle industry and unlocks attractive opportunities for both companies
- Haldex will be a highly valued asset and a driving force for the further development of the combined group
Knorr-Bremse AG earlier today submitted an all-cash offer for Swedish Haldex Aktiebolag (“Haldex”), valuing the company at SEK 4.86 billion. Haldex is one of the leading suppliers of brake and air suspension systems for the commercial vehicle industry with a focus on trailer applications. The company is listed on the Stockholm stock exchange (NASDAQ).
The all-cash offer of SEK 110.00 per Haldex share represents a highly compelling premium of 47.9 percent to the 3-month volume-weighted average price as quoted by Nasdaq Stockholm on July 13, 2016, the day before a first public tender offer for the company was announced, and a significant premium of 29.0 percent compared to the closing price of the Haldex share on the same day.
The combination of Haldex and Knorr-Bremse will create one of the leading systems suppliers with a clear focus on the commercial vehicle business and attractive growth opportunities for both companies. Haldex’s globally renowned expertise in brake and air suspension components for the trailer segment ideally complements the Knorr-Bremse product portfolio, which comprises not only braking, steering and powertrain systems, but also driver assistance systems, automated driving functions and telematics.
“Both our companies share a deep-rooted tradition in the commercial vehicle industry with innovation at the heart, making this a very natural combination. We would bring in our strong expertise in the truck market, global technological leadership, and the long-term perspective of a family-owned business. Haldex has an impressive position in the trailer market as well as a strong product portfolio and will play a key role in our company,” says Klaus Deller, Chairman of the Executive Board of Knorr-Bremse AG. “We aim at creating a world-class systems supplier for commercial vehicles serving our customers as a single source for an even wider range of innovative systems, connected solutions and customized services. In addition, we will play a driving force in our industry as it transforms towards autonomous driving. A combination unlocks significant growth potential for both companies for the benefit of customers, business partners and employees.”
Knorr-Bremse’s long-term profitable sales growth is based on technological leadership driven by above-average R&D investments. This commercial vehicle focused R&D approach, which is supported by Knorr-Bremse’s solid financial position, will play a key part in further developing Haldex as an integral part of Knorr-Bremse’s commercial vehicle business. Due to Haldex’s established track record in the trailer market it would be an obvious solution to use the Haldex brand as the overall group brand for the combined trailer business and to make Haldex a Center of Excellence for trailers. The company would thus be a driving force for the further development of Knorr-Bremse group.
Both groups have a largely complementary product portfolio which would allow them to jointly offer complete wheelends consisting of foundation drum brakes, slack adjusters, air disc brakes and brake actuators for worldwide applications. Additionally, Knorr-Bremse will contribute a comprehensive product range of advanced electronic chassis control, vehicle dynamics including steering and powertrain control systems.
Advanced braking and steering systems are core technologies for all automated driving functions. As one of the global leaders in brake control systems, Knorr-Bremse has established and expanded its expertise in vehicle dynamics over many years. With the acquisition of tedrive Steering Systems GmbH in 2016, Knorr-Bremse has added advanced steering technology to its portfolio. As opposed to the emerging automated driving solutions in passenger cars, full systems competence for automated driving in commercial vehicles requires the ability to control the dynamics of truck and trailer simultaneously. Therefore the addition of Haldex’s expertise in the trailer sector can make a substantial contribution to the development of this comprehensive systems competence.
Knorr-Bremse’s presence in the North American truck market and its well established access to fleet operators will enable Haldex to further grow its trailer business in this region. Haldex is committed to deliver leading products to its customers and emphasizes the importance of truly understanding its clients’ needs. With its well established access to end customers Knorr-Bremse is poised to enable Haldex to channel its product development towards even better solutions. The combination of the complimentary activities of both companies will create a full-line supplier that offers its customers substantial added value.
Knorr-Bremse is a family-owned company with a stable and conservative financing policy. The offer is fully financed by cash available from Knorr-Bremse’s own funds, and Knorr-Bremse is accordingly not dependent on any external financing for the offer.
Knorr-Bremse’s takeover bid is subject to certain customary closing conditions, including an acceptance ratio of more than 90 percent of all outstanding Haldex shares and regulatory approval. For information on the offer please refer to the website www.Knorr-BremseandHaldex.com . The acceptance period is expected to begin on or about September 27, 2016.
Knorr-Bremse has a substantial track record of successfully integrating new companies into the Knorr-Bremse group by respecting specific company cultures, valuing established brands, business models and the interests of employees.
Today on September 5, 2016, the Management of Knorr-Bremse AG will host a conference call at 10.00 am CEST / 9.00 am BST . To participate please use one of the following dial-in numbers:
Germany: +49 (0)69 2222 13420
Sweden: +46 (0)8 5033 6574
United Kingdom: +44 (0)203 043 2002
United States: +1 719-457-1036
Contact for Media and Investors:
Knorr-Bremse AG
Dr. Detlef Hug
Head of Corporate Communications
Phone: +49 (0)89 3547 1402
Email:[email protected]
Eva Doppler
Phone: +49 89 3547 1498
Email: [email protected]
Additional Contacts for Media in Germany:
FTI Consulting SC
Carolin Amann
Phone: +49 69 92037 132
Email: [email protected]
Thomas M. Krammer
Phone: +49 89 71042 2116
Email: [email protected]
Additional Contact for Media in Sweden:
Comir AB
Johan Hähnel
Phone: +46 8 31 17 70
Email: [email protected]
Knorr-Bremse
Knorr-Bremse group is one of the world’s leading manufacturers of braking systems for rail and commercial vehicles, with sales totaling almost EUR 6 billion in 2015. In over 30 countries, some 25,000 employees develop, manufacture, and service braking, entrance, control, and energy supply systems, HVAC and driver assistance systems, as well as powertrain and transmission control solutions. As a driver of innovation, for more than 110 years, through its products the company has been making a decisive contribution to greater safety by road and rail. In the commercial vehicle sector, Knorr-Bremse’s solutions range from complete braking systems including driver assistance systems to torsional vibration dampers, powertrain-related solutions, and transmission control systems. The group focuses on developments that push forward autonomous driving, as well as energy efficiency and the reduction of fuel consumption. Every day, more than one billion people around the world put their trust in systems made by Knorr-Bremse group. For more information, please refer to Knorr-Bremse’s website ( www.knorr-bremse.com ).
Today, Knorr-Bremse AG announced the offer in a separate press release, constituting the offer, in accordance with Swedish laws and regulations. For the full offer press release, see www.Knorr-BremseandHaldex.com
2016-09-05 Dissemination of a Corporate News, 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