You have entered the website which SAF-HOLLAND SE (“SAF-HOLLAND”) has designated for the publication of documents and information in connection with SAF-HOLLAND’s recommended cash tender offer to the shareholders of Haldex Aktiebolag (publ) (“Haldex”) (the “Offer”).
The information contained in this section of SAF-HOLLAND’s website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, in or into Australia, Canada, Hong Kong, Japan, New Zealand and South Africa or in any jurisdiction in which such release, publication or distribution would be unlawful or would require registration or other measures besides those required under Swedish law. We apologise for any inconvenience this may cause.
In order to access further information in connection with the Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.
Validation of Access Rights
Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain persons. We therefore kindly ask you to review the following information and provide the following confirmation each time you wish to be granted access to this part of the website.
The information on this part of the website pertains to the Offer, which is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm´s Takeover Rules).
The distribution of the information on this website and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, the information on this part of the website may not be forwarded, distributed, reproduced or made available in or into or accessed from any country in which the Offer would require that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law or where it would be in conflict with any law or regulation in such country, including Australia, Canada, Hong Kong, Japan, New Zealand and South Africa, and does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in Australia, Canada, Hong Kong, Japan, New Zealand and South Africa.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, the Offer and any documentation relating to the Offer is not being and should not be sent, mailed or otherwise distributed or forwarded in or into or accessed from Australia, Hong Kong, Japan, New Zealand or South Africa.
The Offer is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward the Offer or any other document received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer (each being a “Relevant Person”) disclaim any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer shall be governed by and construed in accordance with Swedish substantive law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance.
The Offer and the information and documents contained on this website are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA“). Accordingly, the information and documents contained on this website are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained on this website is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50% or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements on this website relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", “estimates”, “plans”, “will be” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results and developments may differ materially from those expressed in, or implied or projected by these forward-looking statements due to many factors, many of which are outside the control of SAF-HOLLAND. Forward-looking statements appear in a number of places in documents on this website and the information incorporated by reference into documents on this website and may include statements regarding the intentions, beliefs or current expectations of SAF-HOLLAND or Haldex concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of SAF-HOLLAND’s or Haldex’s business operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of SAF-HOLLAND or Haldex. Any forward-looking statements made herein speak only as of the date of the document in which they are contained. Except as required by the Nasdaq Stockholm´s Takeover Rules or applicable law or regulations, SAF-HOLLAND expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in documents on this website to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that SAF-HOLLAND or Haldex have made or may make.
Special notice to shareholders in the United States of America
The Offer will be made for the issued and outstanding shares of Haldex, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“) and Regulation 14E thereunder (“Regulation 14E”), subject to the exemptions from certain U.S. tender offer rules provided by Rule 14d-1(d) of the U.S. Exchange Act, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares of Haldex domiciled or resident in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Haldex’s financial statements and all financial information included on this website, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Haldex to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Haldex’s other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Haldex is located in another country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue Haldex or SAF-HOLLAND or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Haldex or SAF-HOLLAND and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, SAF-HOLLAND and its affiliates or its brokers and its brokers’ affiliates (acting as agents for SAF-HOLLAND or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Haldex outside the United States in reliance on applicable exemptions from the requirements of Regulation 14E (or any securities that are convertible into, exchangeable for or exercisable for such shares). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, but in any event, at a price per share not more than the Offer Price, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, affiliates to the financial advisors to SAF-HOLLAND may also engage in ordinary course trading activities in securities of Haldex, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law and regulation. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither SAF-HOLLAND nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed any comments upon the merits or fairness of the Offer, passed any comment upon the adequacy or completeness of the offer document or passed any comment on whether the content in the offer document is correct or complete. Any representation to the contrary is a criminal offence in the United States.
As a result of the restrictions set out above, this part of the website may not be accessed by persons who are resident or physically located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
By clicking “I CONFIRM” below, you confirm that you have read, understand and accept the information regarding the Offer, the conditions and restrictions as set out above, and that you agree to comply with all of the restrictions set forth above. If you are resident or physically located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or do not accept the above terms, you must click “I DO NOT CONFIRM”