NORDBORG, Denmark and
AMES, Iowa, March 1, 2013 /PRNewswire/ -- Danfoss A/S
("Danfoss") and Sauer-Danfoss Inc. (NYSE: SHS) today jointly
announced a definitive merger agreement for Danfoss to acquire the
24.4% of Sauer-Danfoss common shares not already owned by Danfoss
and its affiliates for $58.50 per
share in cash. The $58.50 per
share price represents a 48.6% premium to the closing price of
Sauer-Danfoss shares on November 27,
2012, the day prior to the announcement of the Danfoss
proposal, a 19.4% increase from the $49.00 per share proposal made by Danfoss on
November 28, 2012 and a 5.3% premium
to the highest trading price of Sauer-Danfoss shares for the
52-week period prior to the announcement of the Danfoss
proposal. In addition, the Board of Sauer-Danfoss has
declared a dividend for the first quarter of 2013 in which
stockholders of record as of March 15,
2013 will receive a cash dividend of $0.35 per share payable on March 29, 2013.
The Sauer-Danfoss Board approved the transaction based on the
unanimous recommendation of a Special Committee of the Board made
up solely of independent directors. The Special Committee
undertook a deliberate and comprehensive negotiation with Danfoss
to achieve a highly attractive cash offer for stockholders that
factored in Sauer-Danfoss' prospects as well as the current
economic environment. The Special Committee, advised by its
independent financial advisor, Lazard, and its independent legal
advisor, Kirkland & Ellis LLP, concluded the offer is fair to,
and in the best interests of, the public minority stockholders of
Sauer-Danfoss.
Jorgen M. Clausen, Chairman of
Danfoss A/S, said, "We are pleased to have reached an agreement
with the Special Committee on the terms of this transaction.
We believe this transaction represents a very attractive premium to
the Sauer-Danfoss stockholders and full and fair value for the
company. This transaction reflects our confidence in
Sauer-Danfoss and its management team as well as our commitment to
the business and its long-term success."
Steven H. Wood, Chairman of the
Special Committee of the Sauer-Danfoss Board, said, "Following a
thorough review process, assisted by our independent financial and
legal advisors, the Special Committee has concluded that the
Danfoss offer is fair to, and in the best interests of, the
minority stockholders and we recommend they tender their shares
into the offer."
Under the terms of the agreement, Danfoss will commence a tender
offer at $58.50 per Sauer-Danfoss
share within 10 business days. The tender offer will be
conditioned upon, among other things, the tender of a majority of
the 24.4% of Sauer-Danfoss shares owned by the public minority
stockholders. If, following the tender offer, Danfoss owns at
least 90% of the outstanding shares as a result of its current
shareholdings, shares tendered in the tender offer and the issuance
of new shares by Sauer-Danfoss pursuant to a "top up" provision in
the merger agreement between the parties that would go into effect
only following a successful tender offer, Danfoss intends to cause
Sauer-Danfoss to enter into a short-form merger as soon as
reasonably practicable thereafter in which shares not tendered in
the tender offer would be converted into the right to receive
$58.50 per share in cash without
interest.
The transaction does not require antitrust approval and is
expected to close in the second quarter of 2013 subject to
satisfaction of the tender offer conditions and customary closing
conditions.
Citi is serving as financial advisor to Danfoss and Cleary Gottlieb Steen & Hamilton LLP is
serving as its legal counsel. Lazard is serving as financial
advisor to the Special Committee of the Board of Directors of
Sauer-Danfoss and Kirkland & Ellis LLP is serving as its legal
counsel.
About Danfoss (www.danfoss.com)
Danfoss is one of the largest industrial companies in Denmark. The global group is a leader within
research, development and production, sales and service of
mechanical and electronic components for several industries.
Danfoss has a large ownership share in one of the world's leading
manufacturers and suppliers of mobile hydraulics,
Sauer-Danfoss. Danfoss seeks to obtain its goals with a
minimal consumption of raw materials and energy, the least possible
impact on its surroundings and the most efficient use of resources.
Danfoss has a long tradition for a social responsibility towards
both employees and the surrounding environment.
About Sauer-Danfoss (www.sauer-danfoss.com)
Sauer-Danfoss is a worldwide leader in the design, manufacture, and
sale of engineered hydraulic and electronic systems and components
for use primarily in applications of mobile equipment.
Sauer-Danfoss, with 2012 revenues of approximately $1.9 billion, has sales, manufacturing, and
engineering capabilities in Europe, the Americas, and the Asia-Pacific region.
Forward-Looking Statements
Certain statements
contained in this press release may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions, and typically can be
identified by the use of words such as "will," "expect,"
"estimate," "anticipate," "forecast," "plan," "believe" and similar
terms. Although Sauer-Danfoss believes that its expectations
are reasonable, it can give no assurance that these expectations
will prove to have been correct, and actual results may vary
materially.
There can be no assurance that Danfoss' proposed acquisition of
the outstanding shares of Sauer-Danfoss that it does not already
own will occur as currently contemplated, or at all. Additional
risks and uncertainties relating to the proposed transaction
include, but are not limited to, uncertainties as to the
satisfaction of the closing conditions to the tender offer and the
merger, including satisfaction of the minimum tender condition, and
the respective parties' performance of their obligations under the
merger agreement.
Sauer-Danfoss undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing review of factors
that could cause Sauer-Danfoss' actual results to differ materially
from those contemplated in the forward-looking statements included
in this press release should be considered in connection with
information regarding risks and uncertainties that may affect
Sauer-Danfoss' future results included in Sauer-Danfoss' filings
with the SEC at www.sec.gov.
Additional Information
The tender offer described in
this press release has not yet been commenced. This press
release and the description contained herein is neither an offer to
purchase nor a solicitation of an offer to sell shares of
Sauer-Danfoss. At the time a tender offer is commenced, Danfoss and
its wholly owned subsidiary, Danfoss Acquisition, Inc., will file a
Tender Offer Statement on Schedule TO containing an offer to
purchase, a form of letter of transmittal and other documents
relating to the tender offer, and Sauer-Danfoss will file a
solicitation/recommendation statement on Schedule 14D-9 relating to
the tender offer. These documents will contain important
information about the tender offer, and stockholders of
Sauer-Danfoss are urged to read them carefully when they become
available. Stockholders of Sauer-Danfoss will be able to obtain a
free copy of these documents (when they become available) and other
documents filed by Sauer-Danfoss, Danfoss or Danfoss Acquisition,
Inc. with the United States Securities and Exchange Commission at
the website maintained by the SEC at www.sec.gov. In
addition, stockholders will be able to obtain a free copy of these
documents (when they become available) by calling MacKenzie
Partners, Inc., the information agent for the tender offer, at
212-929-5500.
SOURCE Danfoss A/S and Sauer-Danfoss Inc.