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Danfoss Completes Acquisition of Sauer-Danfoss Shares

Posted on April 12, 2013

Following its March 1, 2013 announcement of a definitive merger, Danfoss A/S announced that its tender offer to purchase all the issued and outstanding shares of Sauer-Danfoss Inc. not already owned by Danfoss for $58.50 per share in cash was successful.

The completion of the tender offer is the first step in Danfoss' two-step acquisition of Sauer-Danfoss first announced on March 1 involving Sauer-Danfoss, Danfoss and Danfoss' wholly owned subsidiary, Danfoss Acquisition, Inc.  Danfoss now intends to complete the second and final step of the acquisition, a short-form merger under Delaware law.  In the short-form merger, Danfoss Acquisition will merge with and into Sauer-Danfoss and each share of Sauer-Danfoss common stock not tendered in the tender offer, other than those as to which holders exercise appraisal rights under Delaware law and those held by Danfoss or Sauer-Danfoss or their respective wholly owned subsidiaries, will be converted into the right to receive $58.50 per share in cash, without interest and less any required withholding taxes.  This is the same price per share paid in the tender offer.

Danfoss said the financial nuts and bolts started with the tender offer expiring at 12:00 midnight, New York City time, on Thursday, April 11, 2013.  The depositary for the tender offer has advised that, as of such time, a total of 9,864,864 shares were validly tendered and not withdrawn in the offer (including 596,877 shares tendered by notice of guaranteed delivery), representing approximately 83.4% of Sauer-Danfoss' currently outstanding shares not already owned by Danfoss.  Danfoss has accepted for payment all validly tendered shares.

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