The Board of Directors of Haldex AB publ (“Haldex”) has asked the Swedish Securities Council (“SSC”) to rule on its application not to permit Knorr-Bremse (“Knorr-Bremse”) to continue the offer. In a press release issued on August 4, 2017 Haldex has given the impression to the market that the decision by the SSC will be made before the extraordinary general meeting (EGM) which takes place on August 17, 2017.
Knorr-Bremse perceives this Haldex communication to be misleading.
Knorr-Bremse understands that the SSC will not necessarily decide on the substance matter prior to the EGM. Firstly, the SSC must assess whether Haldex’s application is admissible, secondly the SSC will have to determine whether it is appropriate to decide on the substance matter before the EGM has been held.
Knorr-Bremse has been given the opportunity by the SSC to give its view on Haldex’s request no later than on August 11, 2017, and will do so comprehensively in due course. In Knorr-Bremse’s perspective, the shareholders as the owners of Haldex bear the financial risk if the offer has to be withdrawn. The shareholders are thus to be given the opportunity to make their vote on the EGM. Knorr-Bremse will oppose that the Haldex Board is entitled to submit the application to the SSC without approval by the shareholders as it is pre-empting their decision. Knorr-Bremse will equally oppose that the matter is resolved in substance by the SSC before the shareholders have had the possibility to decide if Haldex shall support Knorr-Bremse’s request to extend the acceptance period in the offer.
If shareholders are given the ultimate say, both the Swedish corporate governance principles and the takeover rules will be observed, and the SSC will have a more comprehensive base for its decision.