SAF Offers $495 Million for Haldex in Truck-Parts Combination

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Transport Topics  /  July 14, 2016

Luxembourg-based SAF-Holland SA has offered $495 million (4.2 billion kronor) to buy Sweden-based Haldex AB, a combination of truck-making suppliers that could help match mechanical parts with sensors and electronic components as big rigs increasingly link up to the internet.

SAF made a cash bid of about $11.11 for each share of brakes and air suspension systems maker Haldex, a premium of 11% over the closing price before the proposal.

Haldex said it is considering the unsolicited offer and has also received a “credible nonbinding proposal” from a third party.

“Together, we’ll be able to offer a complete solution for many components,” said Detlef Borghardt, CEO of SAF.

Trucking companies want to network big rigs together and use the resulting real-time data to reduce empty runs, better use employees’ time and improve road safety via driver-assistance systems such as convoys.

At the same time, commercial vehicle makers’ earnings are under pressure amid fierce price competition in Europe and falling demand in the United States.

Haldex said its board will respond to SAF’s offer no later than two weeks before the August 24 end of the acceptance period.

Haldex hasn’t received the terms of the other offer, and there’s no certainty one will be made, the company said.

SAF’s proposal requires acceptance of 90% of Haldex shareholders.

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Haldex board recommends ZF takeover offer, rejects SAF-Holland bid

Reuters  /  August 4, 2016

Swedish brake systems supplier Haldex said its board has recommended shareholders to approve a 4.4 billion crown ($515 million) cash offer by ZF Friedrichshafen and reject a separate takeover bid by SAF-Holland.

Haldex said in July it had been approached by two suitors, including commercial vehicle components maker SAF-Holland. It did not name ZF at the time.

Haldex said in a statement today that ZF's offer was "clearly superior" to a 4.2 billion crown bid by SAF-Holland.

Haldex said it had considered risks associated with operating in a highly competitive automotive market with tight margins. "Haldex has significantly lower sales than the two largest players in the market," it said. "Because of its relatively small size, Haldex is more exposed to these risks than other larger players in the market."

ZF said it planned to invest in Haldex, not cut costs.

"It is ZF's intention to develop and expand Haldex technologically and regionally as part of the worldwide activities of ZF Group, especially in its commercial vehicles business," ZF said in a statement.

No decisions have been made on the integration of Haldex within ZF Group, including as regards changes to employees or management.

ZF acquired TRW Automotive last year. It supplies technological solutions to the automotive sector and has a global workforce of around 138,300 in some 40 countries and reported sales of 29.2 billion euros in 2015.

Haldex, a leading supplier of brake adjusters, has 2,200 employees in 18 countries.

It said ZF's cash offer represented a premium of approximately 34.4 percent per share compared to Haldex's volume-weighted average price during the three months prior to the announcement of SAF-Holland's bid on July 14.

The premium was largely in line with recent takeover offers for listed Swedish manufacturing companies.

Finland's Scanfil, for example, paid a 27 percent premium for Sweden's Partnertech last year. Premiums in initial offers for metal-powder maker Hoganas and humidity control firm Munters were 17 percent and 30 percent respectively. Both ended up being bought out at a higher price.

The acceptance period will start on August 22 and expire on or around September 30.

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Bidding war breaks out over potential Haldex acquisition

Commercial Carrier Journal (CCJ)  /  September 7, 2016

Bendix Commercial Vehicle Systems’ [German] parent company has entered the bidding war for Haldex.

One month after ZF offered $516 million to purchase Haldex AB – which was three weeks after SAF-Holland made a similar advance – Knorr-Bremse now upped the ante to $570 million for the Swedish manufacturer, Bloomberg reported this week.

Knorr-Bremse is offering 110 kronor per share, which is up from the 100 Kronor per share offered by ZF. The acceptance period for the new offer is expected to begin later this month and run until early December, the company told Reuters this week.

Bloomberg says, like ZF’s earlier offer, Knorr-Bremse’s bid is conditional upon receiving acceptance from 90 percent of Haldex shareholders.

The board of Haldex, which had recommended the ZF offer, says it will evaluate Knorr-Bremse’s proposal.

According to Bloomberg, Knorr-Bremse has already acquired 8.4 percent of Haldex.

ZF says it secured 5.7 percent of the Swedish company’s shares after Haldex Chairman Goeran Carlson pledged to sell his holding.

 

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Knorr-Bremse Makes Takeover Bid for Haldex

Transport Topics  /  September 7, 2016

Commercial vehicle supplier Haldex said Knorr-Bremse AG is the latest company to make a public takeover offer for all shares in the company.

Knorr-Bremse is offering about $13.04 per share, which is 10% higher than ZF Friedrichshafen AG’s offer of about $11.85 per share, Haldex said.

ZF Friedrichshafen’s bid values the Swedish company at $521 million, according to Bloomberg News.

This is the third public offer for the Stockholm-based company since July 14, which its board considers clear evidence of the company’s strong position and successful strategy, Haldex said Sept. 5.

Luxembourg-based SAF-Holland made an unsolicited bid for Haldex in July. That was followed by the higher bid in August from ZF Friedrichshafen, which is based in Germany.

Its board will evaluate the offer and announce its opinion on it in accordance with applicable regulations and in good time to provide the shareholders with guidance in relation to the outstanding offers for Haldex, the company said in a release.

Haldex said its expertise is in brake systems and air suspension systems for heavy trucks, trailers and buses. It called Knorr-Bremse one of the world’s leading braking technology companies.

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ZF matches Knorr-Bremse's bid for Haldex

Reuters  /  September 14, 2016

German automotive supplier ZF Friedrichshafen raised its offer for Swedish brake systems maker Haldex to 4.86 billion Swedish crowns ($572 million) today, matching a rival bid from Germany's Knorr-Bremse.

Knorr-Bremse last week reignited a bidding war for Haldex, trumping ZF with a 110 Swedish crowns a share offer.

While both companies are now offering the same amount of money, Haldex's board unanimously backed ZF's offer, saying it was less likely to be stopped by anti-trust regulators.

Knorr-Bremse's offer runs a significant risk of requiring a lengthy review that could last six months or longer, Haldex said in a statement.

ZF already has regulatory clearances from all relevant authorities except Russia, whose approval it expects to receive by the end of the week, ZF CEO Stefan Sommer told journalists on a conference call.

ZF also lowered the minimum number of shares needed for the takeover to go through to 50 percent of Haldex's capital from 90 percent previously, saying its priority was to gain a majority stake in the group.

It already owns about 4.2 percent of shares and has secured commitments from Haldex shareholders representing just over 17 percent of stock to tender their shares to ZF.

Knorr-Bremse said it had taken note of ZF's raised offer and would weigh its next move, adding it was still convinced its bid offered Haldex better prospects in the long run than ZF's.

Haldex shares were unchanged at 114.75 crowns in early trading, suggesting investors are hopeful of a higher offer.

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Haldex picks ZF's $647 million bid over higher Knorr-Bremse offer

Reuters  /  September 19, 2016

Swedish braking systems maker Haldex has backed a 5.53 billion crown ($647 million) takeover offer from German car parts firm ZF Friedrichshafen, even though it is less than a rival bid from Germany's Knorr-Bremse.

Haldex said today its board had unanimously recommended shareholders accept ZF's offer because there was greater certainty it would go through. ZF has received clearances from antitrust regulators, while Knorr-Bremse's bid ran the risk of not clearing all regulatory hurdles, Haldex said.

Knorr-Bremse, which makes braking systems for rail and commercial vehicles, last week raised its offer to 125 crowns ($5.17) per share, while ZF's upped its bid to 120 crowns, corresponding to 5.53 billion crowns and 5.29 billion crowns, respectively.

Several German car parts makers have been looking to buy Haldex, keen on its expertise in brakes for trailers in particular as they seek to develop integrated autonomous driving systems for commercial vehicles.

"ZF has announced that it has received all necessary regulatory approvals and clearances, whereas there is a very real and material risk that Knorr-Bremse's offer would fail to complete," Haldex's board said in a statement.

ZF, which acquired U.S.-based TRW in 2015 for $12.4 billion, makes transmissions and a range of other automotive components.

Haldex's board had previously warned that overlaps with Knorr-Bremse's business would trigger lengthy antitrust reviews.

Knorr-Bremse CEO Klaus Deller said on Friday he expected to get the green light from regulators in a "reasonable time" but would not be drawn on which assets might have to be sold or when a deal could close..

A spokesman for ZF said today the recommendation showed its offer was "better overall and quicker to realize." Shareholders have until Oct. 3 to tender their shares to the German group.

Knorr-Bremse said it had taken note of Haldex's announcement and stood by its offer but was planning to comment in more detail once it had reviewed the statement in depth.

It reiterated its full offer was slated to be published on Sept. 26 and the acceptance period for Haldex shareholders would run until about Dec. 5.