The Swedish Securities Council has granted permission to extend the acceptance period to Sept. 26, 2017, and permits closing of acceptance period prior to that date if relevant regulatory approvals have been obtained earlier.
In their request to the Swedish Securities Council, Haldex says Knorr-Bremse is describing the background to the requested extension:
“Challenges have surfaced during the merger clearance process in the form of negative market reactions on the contemplated transaction and the complexity of carve-out exercises related to potential remedies (which Knorr-Bremse is preparing). On this basis, Knorr-Bremse’s assessment is that the possibilities to obtain merger clearance on terms acceptable to Knorr-Bremse, will be significantly enhanced should Knorr-Bremse have additional time to provide more thorough and detailed information to the authorities and prepare potential remedies. The information exchange and cooperation with Haldex is well functioning and Knorr-Bremse believes that an extension of the acceptance period would ease the time pressure on both parties and be in the interest of Haldex shareholders.
“Knorr-Bremse hereby requests that the Securities Council permit Knorr-Bremse to, for the purpose of maximizing its possibilities to fulfil the regulatory approvals condition in the Offer, extend the acceptance period by an additional three months, up to and including 26 September 2017. In Knorr-Bremse’s opinion, the period requested should be sufficient for the competition assessment process and the offer process to be completed, including a revised recommendation by the Target board and a supplement to the offer document.
“In order to avoid dragging out the Offer unnecessarily, Knorr-Bremse also requests that the Securities Council permit Knorr-Bremse to discontinue the acceptance period earlier than Sept. 26, if relevant regulatory approvals are obtained prior to that date. Knorr-Bremse considers that this procedure would be in the interests of both the Target company and its shareholders. If an exemption is granted on these terms, Knorr-Bremse will provide details in the press release about the extension and, when regulatory approvals have been obtained, will announce that the acceptance period has been discontinued before the deadline, giving the Target company time to potentially revise its recommendation and then make any additions to the offer document containing any revised recommendation by the target company and details of the deadline for acceptances and the date of payment of consideration.”
Haldex’s board of directors also has provided a statement: “Haldex Board of directors has been given the opportunity to comment and has endorsed that the Swedish Security Council grants exceptions to the above mentioned rule in accordance with Knorr-Bremse’s request. Haldex Board of directors shares Knorr-Bremse’s perception of the complexity of the process.”