TIDMHSN
RNS Number : 6478Q
ZF Friedrichshafen AG
24 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
24 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 final acceptance levels and commencement of
squeeze out process
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 6 October 2011, ZF announced that all of the conditions to
the Offer had been satisfied and declared the Offer unconditional
in all respects. In accordance with Rule 31.4 of the Code, the
Offer remained open for acceptance for a further 14 days until 1.00
p.m. (London time) on 20 October 2011.
Announcement of acceptances
As at 1.00 p.m. (London time) on 20 October 2011, being the
final closing date of the Offer, ZF had received valid acceptances
of the Offer in respect of 661,373,569 Hansen Shares and/or Hansen
DIs representing approximately 98.69 per cent. of the existing
issued share capital of Hansen.
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 20 October 2011,
ZF had also received valid acceptances in respect of 4,482,400
Warrants.
Compulsory acquisition of remaining Hansen Shares and
Warrants
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 has initiated a squeeze out process in accordance with 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 and Warrants to which the Offer relates, on
the same terms as the Offer.
The squeeze out process will commence on 24 October 2011 and
will remain open for fifteen business days. The squeeze out period
will close at 5.00 p.m. (Brussels time) on 15 November 2011 (the
"Squeeze Out Period") with settlement to occur no later than 29
November 2011.
Hansen Shareholders who have not accepted the Offer are able to
tender their Hansen Shares and are urged to do so as soon as
possible and, in any event, by end of the Squeeze Out Period.
In accordance with articles 42 and 43 of the Royal Decree of 27
April 2007 relating to public takeovers, Hansen Shares and Warrants
not tendered to ZF by the end of the Squeeze Out Period shall be
deemed transferred to ZF by force of law on 15 November 2011.
The consideration for any such Hansen Shares in registered form
and/or Warrants in respect of which no Form of Acceptance was
returned, shall be consigned at the "Deposito- en Consignatiekas /
Caisse des Depots et Consignations" by no later than 29 November
2011. Any unpaid former holder of such Hansen Shares and/or
Warrants may receive payment of such consideration by contacting
the "Deposito- en Consignatiekas / Caisse des Depots et
Consignations" by telephone at +32 (0)2 574 78 46 or by post at
Kunstlaan / Avenue des Arts 30, 1040 Brussels (Belgium). DI Holders
who do not tender their Hansen Shares represented by Hansen DIs
will have their CREST accounts automatically credited with any cash
consideration due to them.
-- If you are a DI Holder, the procedure for tendering your
Hansen Shares represented by Hansen DIs is as set out in Part C of
Appendix I at page 41 of the Offer Document. An instruction to
accept the offer under the squeeze out process 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 5.00 P.M. (BRUSSELS TIME) ON 15 NOVEMBER 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 tendering
your Hansen Shares is as set out in Part D of Appendix I at page 44
of the Offer Document. To accept the offer under the squeeze out
process, 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, a copy can be obtained from 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 5.00 P.M. (BRUSSELS TIME) ON 15 NOVEMBER 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 5.00 P.M. (BRUSSELS TIME) ON 15 NOVEMBER 2011.
-- If you are a Warrant Holder, the procedure for tendering your
Warrants is as 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 under the squeeze out process 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, a copy can be obtained from 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 5.00 P.M. (BRUSSELS TIME) ON 15 NOVEMBER
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 5.00 P.M. (BRUSSELS TIME) ON 15 NOVEMBER 2011. Warrant Holders
that do not wish to accept the offer under the squeeze out process
in respect of their Warrants are nevertheless asked to complete and
return Part B of the Pink Acceptance Form so that those Warrant
Holders will receive the consideration for such Warrants
compulsorily acquired 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
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
FTI Consulting UK
Edward Bridges Tel: +44 20 7269
Nina Delangle 7147
Tel: +44 20 7269
7181
FTI Consulting Germany
Ivo Lingnau Tel: +49 69 920
Carolin Amann 37 133
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
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 offer to tender Hansen Shares or Warrants under the squeeze
out process 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. 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 to tender Hansen Shares or Warrants under the squeeze
out process 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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