NORDBORG, Denmark, March 15, 2013 /PRNewswire/ -- Danfoss A/S
announced today that its wholly owned subsidiary, Danfoss
Acquisition, Inc., has commenced its previously announced tender
offer for all the shares of Sauer-Danfoss Inc. (NYSE: SHS) not
already owned by Danfoss for $58.50
per share in cash. Sauer-Danfoss stockholders of record as of
March 15, 2013 will also receive a
cash dividend of $0.35 per share
payable on March 29, 2013. Danfoss
currently owns approximately 75.6% of the outstanding shares of
Sauer-Danfoss common stock.
The tender offer is being made pursuant to the Agreement and
Plan of Merger, dated as of March 1,
2013, by and among Danfoss, Danfoss Acquisition and
Sauer-Danfoss, which Danfoss and Sauer-Danfoss announced on
March 1, 2013.
The Sauer-Danfoss Board of Directors approved the transaction
based on the unanimous recommendation of a Special Committee of the
Sauer-Danfoss Board of Directors comprised solely of independent
and disinterested directors.
The tender offer is scheduled to expire at 12:00 midnight,
New York City time, on
April 11, 2013, unless the offer is
extended.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials that will be filed by Danfoss and Danfoss Acquisition
with the SEC on March 15, 2013.
In addition, on March 15, 2013,
Sauer-Danfoss will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC relating to the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from MacKenzie
Partners, Inc., the information agent for the tender offer, toll
free at (800) 322-2885 or via email at
tenderoffer@mackenziepartners.com. The depositary for the
tender offer is Wells Fargo Bank, N.A.
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.
Additional Information
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. On March 15,
2013, 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
with the SEC 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, toll free at (800) 322-2885.
Media Contact:
Bob
Marese
MacKenzie Partners, Inc.
(212) 929-5500
SOURCE Danfoss A/S