DGAP-Ad hoc: SAF-Holland S.A.

DGAP-Adhoc: SAF-Holland S.A. announces offer for shares in Haldex

SAF-HOLLAND S.A. / Key word(s): Offer

14.07.2016 07:03

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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This ad hoc announcement may not be distributed, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the distribution of this ad hoc announcement would contravene applicable laws or regulations or require further documents, filings or other measures in addition to those required under Swedish law in connection with the described offer. Other restrictions are applicable. Please see the important notice at the end of this ad hoc announcement.

SAF-HOLLAND announces offer to acquire Haldex for SEK 94.42 per share in cash to create a new integrated group for chassis-related components

Luxembourg, July 14, 2016 +++ SAF-HOLLAND S.A. ("SAF-HOLLAND") offers, through its wholly-owned subsidiary SAF-HOLLAND GmbH, to acquire all issued and outstanding shares in Swedish Haldex AB (publ) ("Haldex") for SEK 94.42 (equivalent to EUR 10.02* as per exchange rate of July 13, 2016) per share in cash, corresponding to a total offer value of SEK 4,165,241,047 (EUR 442.10 million) for the shares in Haldex.

This all-cash offer to the shareholders of Haldex as published today includes a substantial premium on the Haldex share price of:

- 26.8 per cent over the three-months volume-weighted average share price of Haldex as quoted on the Nasdaq Stockholm;

- 10.8 per cent over the closing price of the Haldex share on July 13, 2016 as quoted on the Nasdaq Stockholm; and

- 35.7 per cent over the six-months volume-weighted average Haldex share price as quoted on the Nasdaq Stockholm.

For the SAF-HOLLAND Group, the proposed acquisition represents a compelling opportunity to create a new integrated champion for chassis-related components for commercial vehicles. Through the combination of the two businesses, the new group benefits from a complementary product portfolio and has an outstanding position in the spare parts business. The Haldex Group is expected to deliver a positive contribution to SAF-HOLLAND Group's earnings already in the first year of the transaction.

SAF-HOLLAND expects that the integration of the complementary product portfolio from Haldex' braking components and EBS (Electronic Braking System) modules into the axle and suspension systems of SAF-HOLLAND establishes an ideal platform for additional sales growth; besides the new platform is expected to generate positive earnings effects for the combined group in the coming years.

In addition to the significant strengthening of the competitive position and the potential from combining know-how and capabilities in product development, engineering and application technology, the complementary regional footprint allows to combine business activities, particularly in the emerging markets. This represents a key step in the implementation of SAF-HOLLAND's Strategy 2020 objectives.

The combination of the already strong aftermarket activities of the two groups establishes an aftermarket powerhouse, unlocking substantial further growth potential for both, through mutual regional additions as well as by capitalizing on SAF-HOLLAND's sales channels for Haldex' products. With around 9,000 aftermarket and service stations, SAF-HOLLAND already features a unique worldwide distribution network for spare parts.

The offer is fully financed by cash already available to SAF-HOLLAND as well as credit facilities secured for the intended transaction. The conditions to drawdown under such credit facilities are customary for facilities of this type. The offer is not subject to any financing condition. SAF-HOLLAND intends to refinance parts of the purchase price for Haldex by way of a capital increase, utilizing its existing authorized share capital up to the authorized extent.

The offer is conditional, among other things, upon being accepted by Haldex' shareholders to an extent that SAF-HOLLAND becomes the owner of more than 90 per cent of the outstanding shares in Haldex. In addition, the announced transaction is subject to merger control clearance by the relevant authorities; this process will be initiated shortly.

Detailed terms and conditions of the offer have been published in the formal announcement of the transaction under Swedish law which is available on SAF-HOLLAND's website under www.safholland.com.

SAF-HOLLAND will file the offer document required for the announced transaction with Finansinspektionen, Sweden's financial supervisory authority, and is expecting approval of the offer document shortly. Following approval, the offer document will be published on SAF-HOLLAND's website. The acceptance period is expected to commence on or around August 1, 2016 and end on or around August 24, 2016.

Joh. Berenberg, Gossler & Co. KG is acting as exclusive financial advisor to SAF-HOLLAND.

*Based on an exchange rate of SEK/EUR of 0.1061.

Contact: SAF-HOLLAND GmbH Stephan Haas Hauptstraße 26 63856 Bessenbach

Phone +49 6095 301-617 Stephan.Haas@safholland.de

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Information and Explanation of the Issuer to this News:

In the context of the announcement of the all-cash offer for Haldex AB (publ) the Management of SAF-HOLLAND today, July 14, 2016, will host

a conference call for the media at 10.00 am CEST / 09.00 am BST. Please use one of the following dial-in numbers to participate:

+46 850 334655 Sweden

+49 30 232531428 Germany

+44 203 1474862 United Kingdom

To join the web-presentation please follow

https://em-tn.meetyoo.de/?token=Vn54ug%2BlZVo%3D&lang=en

a conference call for analysts/investors at 11.00 am CEST / 10.00 am BST.

Please use one of the following dial-in numbers to participate:

+46 850 334654 Sweden

+49 30 232531490 Germany

+45 38323125 Denmark

+41 44 5807521 Switzerland

+44 203 3679216 United Kingdom

+1 408 9169838 United States

To join the web-presentation please follow

https://em-tn.meetyoo.de/?token=eH6bY5RwQfs%3D&lang=en

Company Profile:

SAF-HOLLAND S.A., with headquarters in Luxembourg, is the largest independent listed supplier to the commercial vehicle market in Europe. With sales of approximately EUR 1,060 million in 2015 and more than 3,100 employees, the company is one of the world's leading manufacturers and suppliers of chassis-related systems and components primarily for trailers, trucks, buses, and recreational vehicles. The product range comprises axle and suspension systems, fifth wheels, kingpins and landing gears and is marketed under the brands SAF, Holland, and Neway. SAF-HOLLAND sells its products to Original Equipment Manufacturers (OEMs) on six continents. In the Aftermarket the Group sells spare parts to the Original Equipment Service (OES) of the manufacturers and to end customers and service centers through its extensive global service and distribution network. SAF-HOLLAND is one of the few suppliers in the truck and trailer industry that is internationally positioned in almost all markets worldwide.

Important notice The distribution of this ad hoc announcement and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, SAF-HOLLAND disclaims any responsibility or liability for the violations of any such restrictions by any person.

The offer is not being made, and this ad hoc announcement may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the offer, the distribution of this ad hoc announcement or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

Statements in this ad hoc announcement relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits 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', 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. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of SAF-HOLLAND and Haldex. Any such forward-looking statements speak only as of the date on which they are made and SAF-HOLLAND has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

SAF-HOLLAND contact for investors/analysts Stephan Haas Telephone: +49 (0)6095 301 617 Email: stephan.haas@safholland.de

Christina Hüttner Telephone: +49 (0)6095 301 255 Email: christina.huettner@safholland.de

Contact for Swedish media and investors Narva Hans Westerberg Mobile: +46 (0) 70 492 1936 Email: hans.westerberg@narva.se

Frank Bagge Mobile: +46 (0) 76 0062 476 Email: frank.bagge@narva.se

Contact for German media and additional contact for investors FTI Consulting Carolin Amann Mobile: +49 (0)175 299 3048 Email: carolin.amann@fticonsulting.com

Thomas M. Krammer Mobile: +49 (0) 170 282 7848 Email: thomas.krammer@fticonsulting.com

14.07.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

--------------------------------------------------------------------------- Language: English Company: SAF-HOLLAND S.A. 68-70, boulevard de la Pétrusse L-2320 Luxembourg Grand Duchy of Luxembourg Phone: +49 6095 301 - 0 Fax: +49 6095 301 - 260 E-mail: info@safholland.de Internet: www.safholland.com ISIN: LU0307018795, DE000A1HA979, WKN: A0MU70, A1HA97 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------