25 November 2014
NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Final result of Danfoss’s tender offer for all the shares in Vacon
The offer period under the voluntary public tender offer by Oy Danfoss Ab (the ‘Offeror’), a wholly-owned indirect subsidiary of Danfoss A/S, to purchase all of the issued and outstanding shares in Vacon Plc (‘Vacon’) that are not held by the Offeror or Vacon or its subsidiaries (the ‘Tender Offer’) expired on 21 November 2014 at 4:00 pm (Finnish time).
According to the final result of the Tender Offer, the shares tendered in the Tender Offer represent approximately 85.74 per cent of all the shares and voting rights in Vacon. The tendered shares, together with the shares that the Offeror has purchased from AC Invest Three B.V., increase the Offeror’s ownership to approximately 96.30 per cent of all the shares and voting rights in Vacon.
The final result of the Tender Offer confirms the preliminary result according to which the valid tender of shares together with the shares held by the Offeror represent more than 90% of the shares and voting rights in Vacon. As all the conditions to completion of the Tender Offer have been satisfied, the Offeror declares the Tender Offer unconditional and completes the Tender Offer in accordance with its terms and conditions. The offer price will be paid to the shareholders who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer on or about 1 December 2014.
The Offeror's intention is to acquire all the shares in Vacon. As the Offeror's ownership in Vacon will exceed nine-tenths (9/10) of the shares and voting rights in Vacon after the settlement of the shares already tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings for the remaining Vacon shares under the Finnish Companies Act.
The Offeror may purchase shares in Vacon in trading on NASDAQ OMX Helsinki Ltd. or otherwise at a price not exceeding the offer price of EUR 34.00 per share. For the sake of clarity it is noted that the Offeror will not use its right to extend the offer period by a subsequent offer period as referred to in the terms and conditions of the Tender Offer.
Further information
- Danfoss Media Relations, phone +45 70 20 44 88
Danfoss in brief:
Danfoss engineers technologies that enable the world of tomorrow do more with less. Danfoss meets the growing need for infrastructure, food supply, energy efficiency and climate-friendly solutions. The products and services are used in areas such as refrigeration, air conditioning, heating, motor control and mobile machinery. The company is also active in the field of renewable energy as well as district heating infrastructure for cities and urban communities. Danfoss innovative engineering dates back to 1933 and today the company is a world-leader, employing 22,500 employees and serving customers in more than 100 countries. The company is privately held by the founding family.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OR THROUGH A NATIONAL SECURITIES EXCHANGE OF CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
Special notice to security holders in the United States
The Tender Offer described in this announcement is subject to the laws of Finland. It is important for US securities holders to be aware that this press release and all tender offer documentation are subject to disclosure and takeover laws and regulations in Finland that are different from those in the United States. As applicable, the Offeror will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended in connection with the Offer. Any extension of the Tender Offer into, or any separate tender offer in the United States will be made solely under the accompaniment of Raymond James & Associates, Inc. that is a broker-dealer registered under the US Securities Exchange Act of 1934, as amended.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.