09.06.2022
Led by our Frankfurt partner Dr. Holger Alfes Noerr advised SAF-HOLLAND SE on its voluntary public takeover bid for the listed Swedish Haldex Group.
SAF-HOLLAND is one of the leading manufacturers of chassis-related assemblies and components, primarily for trailers and semi-trailers, but also for trucks and buses. In addition to axle and suspension systems, the product range also includes fifth wheels, king pins and landing gears. SAF-HOLLAND is headquartered in Bessenbach, Germany, and operates 22 production sites on six continents.
Haldex AB (publ) is a leading manufacturer of braking and air suspension systems for commercial vehicles and employs around 2,000 people in 19 countries. Haldex shares are admitted to trading on Nasdaq Stockholm. SAF-HOLLAND is offering SEK 66 in cash per Haldex share. This offer represents a premium of approximately 65% over the volume-weighted average Haldex share price over the last three months prior to the publication of the offer. The Haldex Board of Directors recommends that Haldex shareholders accept the Offer. The transaction volume is around 300 million euros.
With their strongly complementary business activities, SAF-HOLLAND and Haldex can become an integrated group for chassis-related commercial vehicle systems and thus offer a large part of the core components from a single source. The combined group would also be able to drive the transformation of the industry and address megatrends such as electrification, digitization and automated driving with intelligent system solutions.
The transaction is subject to merger control approvals.
SAF-HOLLAND regularly relies on Noerr for legal advice, for example on the change of legal form to an SE and the relocation of the registered office from Luxembourg to Germany, as well as on international company acquisitions and financing transactions.
Advisor SAF-HOLLAND SE: Noerr Partnergesellschaft mbB
Management: dr Holger Alfes (Partner, Capital Market Law/M&A, Frankfurt)
Banking & Finance
Dr. Nikolai Warneke (Partner), Dr. Alexander Schilling (Partner)
Martina Buller (Senior Associate), Omar Sokorei (Associate, alle Frankfurt)
privacy
Julian Monschke (Senior Associate, Frankfurt)
Capital Markets Law
dr Stephan Schulz (partner), Dr. Jörg-Peter Kraack (Associated Partner, both Hamburg)
Sebastian de Schmidt (Counsel, Frankfurt)
antitrust law
dr Kathrin Westermann (partner), Sebastian Wrobel, Lucas Gasser (both Senior Associates, all Berlin)
Jerzy Kapitańczuk (Associate, Warschau)
tax law
Michaela Engel (partner), Elisabeth Dworschak (associated partner, both Munich)
Advisor Swedish law: Awesome
Erik Sjöman, Martin Svanberg
Advisor US law: Ropes & Gray
Jonathan Klarfeld, Marc Rotter, Craig E. Marcus, Brandon Sisson
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