July 25, 2011
Suzlon subsidiary signs an irrevocable undertaking to accept the offer of ZF Friedrichshafen AG and to sell its 26.06% equity interest in Hansen Transmissions International NV, Belgium
Pune: ZF Friedrichshafen AG and Hansen Transmissions International NV, Belgium
have made an announcement earlier today in relation to their agreement on the
terms of a recommended cash offer to be made by ZF International BV, a wholly
owned subsidiary of ZF, for the entire issued and to be issued share capital of Hansen
at 66 pence per ordinary share (Offer). In connection with the Offer
Announcement, Suzlon announces that AE-Rotor Holding BV, The Netherlands
(AERH), an indirect wholly owned subsidiary of Suzlon, which currently holds
174,632,079 Depository Receipts in Hansen representing 26.06 per cent of the
voting capital of Hansen, has signed an irrevocable undertaking in favour of ZF under
which it has undertaken to accept the proposed Offer subject to the terms and
conditions of the Irrevocable Undertaking.
AERHs obligation to accept the Offer under the Irrevocable Undertaking will lapse in
certain circumstances, including if a firm intention to make an offer for Hansens
shares is made by a third party for a consideration that is at least 12.5 per cent.
higher than consideration offered under the Offer or if the Offers lapses or is
In the offer announcement, the directors of Hansen have announced that they
consider the terms of the Offer to be fair and reasonable and have unanimously
recommended that the shareholders of Hansen accept the Offer.
ZF and Hansen have also indicated in the offer announcement, that the Offer
represents a premium of approximately 95.6 per cent. over the closing price of 33.75
pence per Hansen share on 22 July 2011, being the business day immediately prior
to the date of this announcement and a premium of approximately 60.2 per cent.
over the volume weighted average price of 41.19 pence per Hansen share for the
three month period ended on 22 July 2011. If ZF completes the acquisition of AERHs
stake in Hansen under the Offer, AERH will realise about 115 million GBP (US$ 187
Commenting on ZFs offer, Tulsi Tanti founder, chairman and managing director of
the Suzlon Group said: This is in line with our strategy to optimize and strengthen
our Balance Sheet.
Suzlon and Hansen have developed a strong partnership on technology and supply
chain, Hansen has a significant presence in Low Cost Country Manufacturing while
maintaining technological edge and reliability. We expect this partnership to continue
and strengthen further over the mid-term.
The Offerors announcement of relating to the Offer, which contains a summary of
the terms and conditions of the Offer, is available on the website of the London Stock