TIDMZZZZ TIDMHSN
RNS Number : 6601P
ZF Friedrichshafen AG
06 October 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 6 October 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")
Announcement of acceptances and Offer declared unconditional in
all respects
Offer update
On 25 July 2011, the boards of ZF Friedrichshafen AG ("ZF") and
Hansen Transmissions International NV ("Hansen") announced the
terms of a recommended cash offer for the entire issued and to be
issued share capital of Hansen to be made by ZF International BV, a
wholly owned subsidiary of ZF ("ZF Bidco").
On 20 September 2011, ZF announced the extension of the closing
date of the Offer to 1.00 p.m. (London time) on 5 October 2011.
Announcement of acceptances
As at 1.00 p.m. (London time) on 5 October 2011, being the most
recent closing date of the Offer, ZF had received valid acceptances
of the Offer in respect of 645,492,685 Hansen Shares and/or Hansen
DIs representing approximately 96.32 per cent. of the existing
issued share capital of Hansen and which ZF may count towards the
satisfaction of its acceptance condition.
This total includes acceptances received in respect of
265,055,125 Hansen Shares (representing approximately 39.6% per
cent. of the issued share capital of Hansen) which were subject to
irrevocable commitments procured by ZF.
In addition, as at 1.00 p.m. (London time) on 5 October 2011, ZF
had also received valid acceptances in respect of 2,002,400
Warrants. ZF may not count acceptances in respect of Warrants
towards the satisfaction of its acceptance condition, which relates
to Hansen Shares and Hansen DIs only.
Offer declared unconditional in all respects
ZF is pleased to announce that all of the conditions to the
Offer have now been satisfied and that the Offer is hereby declared
unconditional in all respects. In accordance with Rule 31.4 of the
Code, the Offer will remain open for acceptance until 1.00 p.m.
(London time) on 20 October 2011. The Offer will then be closed for
further acceptances.
The consideration due to accepting Hansen Shareholders and
Warrant Holders is expected to be paid on or before 11 October 2011
in respect of acceptances complete in all respects and received not
later than 1.00 p.m. on 5 October 2011, or otherwise within 3 US
Business Days of the date of receipt of further acceptances which
are valid and complete in all respects.
Cancellation of listing of Hansen Shares and compulsory
acquisition of remaining Hansen
Shares and Warrants
As stated in the Offer Document, as ZF is in receipt of valid
acceptances in respect of more than 75 per cent. of the existing
issued share capital of Hansen, ZF intends to procure the making of
an application by Hansen to the London Stock Exchange for the
cancellation of the admission to trading of Hansen Shares on the
London Stock Exchange and to the FSA for the cancellation of the
listing of Hansen Shares on the Official List. It is anticipated
that such cancellation will take effect no earlier than 8.00 a.m.
on 14 November 2011. Delisting and the cancellation of trading of
Hansen Shares will significantly reduce the liquidity and
marketability of any Hansen Shares not acquired by ZF. Arrangements
will also be made to terminate the depositary interest trading
facility in respect of Hansen Shares.
Furthermore, as ZF has received acceptances under the Offer in
respect of more than 95 per cent. of Hansen's share capital
conferring voting rights and 95 per cent. of Hansen's securities
with voting rights, ZF intends to exercise its rights pursuant to
the provisions of Articles 42 and 43 of the Belgian Royal Decree of
27 April 2007 relating to takeover bids to compulsorily acquire any
remaining Hansen Shares to which the Offer relates on the same
terms as the Offer. ZF will launch the squeeze out process
following the final close of the Offer on 20 October 2011. It is
expected that the squeeze out process will commence on or around 21
October 2011 and that the squeeze out period will remain open for
fifteen business days (with settlement to occur within ten business
days thereafter). In this context, "business days" refers to any
day on which the banks in Belgium are open for business.
Hansen Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible and, in any event, by the
following deadlines:
-- If you are a DI Holder, the procedure for accepting the Offer
is set out in Part C of Appendix I at page 41 of the Offer
Document. An instruction to accept the Offer by a DI Holder must be
made electronically through CREST. As CREST does not operate on UK
public holidays or weekends, the acceptance should be made so that
the TTE Instruction settles as soon as possible and, in any event,
NO LATER THAN 1.00 P.M. (LONDON TIME) ON 20 OCTOBER 2011. If you
are a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE Instruction to Euroclear.
-- If you are a Registered Holder, the procedure for accepting
the Offer is set out in Part D of Appendix I at page 44 of the
Offer Document. To accept the Offer, the Blue Form of Acceptance
which accompanies the Offer Document (or is available from the
Receiving Agent or, if you are a Belgian Registered Holder, RBS
Belgium) must be completed and returned to Capita Registrars,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, United Kingdom so as to be received as soon as possible
and, in any event, NO LATER THAN 1.00 P.M. (LONDON TIME) ON 20
OCTOBER 2011. In respect of Registered Holders in Belgium only, the
Blue Form of Acceptance may alternatively be returned to RBS
Belgium, for the attention of Patrick Burin, Operations Management
at Kanselarijstraat 17A, B 1000, Brussels, Belgium, as soon as
possible and in any event so as to be received by RBS Belgium by NO
LATER THAN 2.00 P.M. (BRUSSELS TIME) ON 20 OCTOBER 2011.
-- If you are a Warrant Holder, the procedure for accepting the
Offer is set out in Part E of Appendix I at page 47 of the Offer
Document. The attention of Warrant Holders is drawn to paragraph 11
of Appendix IV of the Offer Document and paragraph 14 of the letter
from the director of ZF of the Offer Document. To accept the Offer
in respect of Warrants, the Pink Form of Acceptance which
accompanies the Offer Document (or is available from the Receiving
Agent or, if you are a Belgian Warrant Holder, RBS Belgium) must be
completed and returned to Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United
Kingdom as soon as possible and, in any event, so as to be received
NO LATER THAN 1.00 P.M. (LONDON TIME) ON 20 OCTOBER 2011. In
respect of Warrant Holders in Belgium only, the Pink Form of
Acceptance may alternatively be returned to RBS Belgium, for the
attention of Patrick Burin, Operations Management at
Kanselarijstraat 17A, B 1000, Brussels, Belgium, RBS Belgium as
soon as possible and in any event so as to be received by NO LATER
THAN 2.00 P.M. (BRUSSELS TIME) ON 20 OCTOBER 2011. Warrant Holders
that do not wish to accept the Offer in respect of their Warrants
are nevertheless asked to complete and return Part B of the Pink
Acceptance Form so that in the event of a squeeze out being
implemented by ZF Bidco and such Warrants being compulsorily
acquired by ZF Bidco, those Warrant Holders will receive the
consideration for such Warrants electronically.
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 77 7925
Andreas Veil
(Manager Business Press and PR)
RBS Corporate Finance Limited Tel: +44 20 7678 8000
(financial adviser to ZF)
Mark Crossley
Ross Mitchell
RBS Hoare Govett Limited Tel: 44 20 7678 8000
(corporate broker to ZF)
Nick Adams
Harry Nicholas
Hansen Tel: +32 3450 5862
Hans Ooms
BofA Merrill Lynch Tel: +44 20 7996 1000
(financial adviser and corporate broker
to Hansen)
Philip Noblet
Paul Frankfurt (Corporate Broking)
PR advisers to ZF
FTI Consulting UK
Edward Bridges Tel: +44 20 7269 7147
Nina Delangle Tel: +44 20 7269 7181
FTI Consulting Germany
Ivo Lingnau Tel: +49 69 920 37
133
Carolin Amann Tel: +49 69 920 37
132
Comfi/BeMore Belgium
Laure-Eve Monfort Tel: +32 2 290 90 90
PR advisers to Hansen
Maitland
Daniel Yea Tel: +44 20 7395 0464
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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