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RNS Number : 3039P
ZF Friedrichshafen AG
30 September 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE 30 September 2011
Recommended GBP444.7 million cash offer
by
ZF International BV, a wholly-owned subsidiary of ZF
Friedrichshafen AG
for
Hansen Transmissions International NV
(the "Offer")
Offer update
Today the Commission has cleared the proposed acquisition of
Hansen by ZF under the EU Merger Regulation. ZF can therefore
confirm that Condition 1(b) to the Offer has been satisfied.
The full text of the Commission's decision is expected to be
made available in English in due course at
http://ec.europa.eu/competition/mergers/cases/.
ZF has now received all merger clearances required in respect of
the Offer. As stated in the Offer Document dated 18 August 2011, an
anti-trust filing and formal clearance is not required in the
United States in respect of the Offer.
In accordance with the announcement dated 20 September 2011, the
next closing date for the Offer is at 1.00 p.m. (London time) on 5
October 2011.
Defined terms used in this announcement have the same meaning
given to them in the Offer Document dated 18 August 2011.
This announcement will be made available on the ZF website at
www.zf.com/hansen-offer and will be available on the Hansen website
at www.hansentransmissions.com .
Enquiries
ZF Tel: +49 7541
Andreas Veil 77 7925
(Manager Business Press and PR)
RBS Corporate Finance Limited Tel: +44 20 7678
(financial adviser to ZF) 8000
Mark Crossley
Ross Mitchell
RBS Hoare Govett Limited Tel: 44 20 7678
(corporate broker to ZF) 8000
Nick Adams
Harry Nicholas
Hansen Tel: +32 3450
Hans Ooms 5862
BofA Merrill Lynch Tel: +44 20 7996
(financial adviser and corporate broker 1000
to Hansen)
Philip Noblet
Paul Frankfurt (Corporate Broking)
PR advisers to ZF Tel: +44 20 7269
FTI Consulting 7147
Edward Bridges Tel: +44 20 7269
Nina Delangle 7181
Financial Dynamics Germany Tel: +49 69 920
Ivo Lingnau 37 133
Carolin Amann Tel: +49 69 920
37 132
Comfi/BeMore Belgium Tel: +32 2 290
Laure-Eve Monfort 90 90
PR advisers to Hansen Tel: +44 20 7395
Maitland 0464
Daniel Yea
Further Information
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which contains the full terms and conditions of the Offer) and, if
you hold Hansen Shares in registered form, or you hold Warrants,
the relevant Form of Acceptance. Hansen Shareholders and Warrant
Holders are advised to read the formal documentation in relation to
the Offer carefully.
RBS Corporate Finance Limited ("RBS"), RBS Hoare Govett Limited
("RBS Hoare Govett") and The Royal Bank of Scotland NV (Belgium)
Branch ("RBS Belgium"), are acting for ZF and ZF Bidco and no-one
else in connection with the Offer and will not be responsible to
anyone other than ZF and ZF Bidco for providing the protections
afforded to clients of RBS, RBS Hoare Govett or RBS Belgium nor for
providing advice in relation to the Offer, the content of this
Offer Document or any matter referred to herein.
BofA Merrill Lynch is acting exclusively for Hansen in
connection with the Offer and for no one else and will not be
responsible to anyone other than Hansen for providing the
protections afforded to its clients or for providing advice in
relation to the Offer.
Overseas jurisdictions
This announcement has been prepared for the purposes of
complying with English and Belgian law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom and
Belgium.
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom and Belgium may be restricted by law.
In particular, as described in Appendix I, the Offer has not been
made directly or indirectly into any Restricted Jurisdiction.
Therefore persons into whose possession this announcement comes who
are not resident in the United Kingdom and Belgium should inform
themselves about, and observe, any applicable restrictions. Hansen
Shareholders and Warrant Holders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The Offer has not been made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction.
Accordingly, except as required by applicable law, copies of this
announcement are not being, and may not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving this announcement (including
without limitation nominees, trustees or custodians) must not
forward, distribute or send it into any Restricted
Jurisdiction.
Notice to US holders of Hansen Shares
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Securities Exchange Act of 1934, as
amended (the "Exchange Act") or the securities laws of such other
country, as the case may be, or (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and
Exchange Commission nor any other US state securities commission
has approved or disapproved the Offer or passed upon the adequacy
or completeness of this document or the Offer Document. Any
representation to the contrary is a criminal offence.
The Offer has been made (i) subject to English law, (ii) for the
securities of a company incorporated under the laws of Belgium and
(iii) in accordance with applicable public takeover regulations in
both the UK and Belgium and the Offer Document complies with
disclosure requirements required by such laws and regulations,
including format and style, which may differ from US disclosure
requirements, format and style. The financial information on the ZF
Group and the Hansen Group included in the Offer Document has been
prepared in accordance with accounting principles applicable in
Germany and Belgium respectively and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States. The Offer has been made
in the United States pursuant to the US tender offer rules under
Regulation 14E under the Exchange Act and otherwise in accordance
with the requirements of the Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a US holder of
Hansen Shares or Warrants may be a taxable transaction for US
federal income tax purposes and under applicable US state and local
laws, as well as foreign and other tax laws. Each such holder of
Hansen Shares or Warrants is urged to consult his independent
financial adviser immediately regarding any acceptance of the
Offer, including, without limitation, the tax consequences of any
acceptance of the Offer.
ZF is incorporated under the laws of Germany, ZF Bidco is
incorporated under the laws of the Netherlands and Hansen is
incorporated under the laws of Belgium and some or all of the
officers and directors of those entities may be residents of non-US
jurisdictions. As a result, it may be difficult for US holders of
Hansen Shares or Warrants to enforce their rights or any claim
arising out of the US federal securities laws. US holders of Hansen
Shares or Warrants may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment or jurisdiction.
To the extent permitted by applicable law and in accordance with
the Code, normal UK and Belgian market practice and pursuant to
Rule 14e-5 of the Exchange Act, ZF Bidco or its nominees or brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, Hansen
Shares other than pursuant to the Offer and before or during the
period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Such purchases, or
arrangements to purchase, will comply with all applicable UK and
Belgian rules, including the Code and the rules of the London Stock
Exchange plc, and Rule 14e-5 under the Exchange Act to the extent
applicable. In addition, in accordance with the Code, normal UK and
Belgian market practice and Rule 14e-5 of the Exchange Act, BofA
Merrill Lynch, RBS Corporate Finance Limited and RBS Hoare Govett
and their respective affiliates will continue to act as exempt
principal traders in Hansen Shares on the London Stock Exchange and
engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, including
Rule 14e-5 under the Exchange Act. Any information about such
purchases will be disclosed on a next day basis to the Panel on
Takeovers and Mergers and will be available on a Regulatory
Information Service of the UK Listing Authority and made available
on the London Stock Exchange website, www.londonstockexchange.com.
This information will also be publicly disclosed in the United
States to the extent that such information is made public in the
United Kingdom and Belgium.
The distribution of this document in jurisdictions other than
the United Kingdom, Belgium or the United States may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this document comes should inform themselves about and
observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Hansen American Depositary Shares
The Offer does not extend to certain American Depositary Shares
("Hansen ADSs") with respect to Hansen Shares. In order for holders
of Hansen ADSs to participate in the Offer, such holders would need
first to withdraw their underlying Hansen Shares from the relevant
depositary facility, by exchanging their Hansen ADSs with the
relevant depository for the underlying Hansen Shares in time to be
able to participate in the Offer.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Hansen or
of any paper offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any paper offeror is
first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Hansen and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th Business Day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th Business Day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of Hansen or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of Hansen or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Hansen
or of any paper offeror. A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) Hansen and (ii) any paper offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the Business
Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Hansen or a paper offeror, they
will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by Hansen and by
any offeror and Dealing Disclosures must also be made by Hansen by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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