Bidding War: Knorr-Bremse, ZF Battle Over Haldex

A pair of German component giants are squaring off in an increasingly heated battle for a Swedish manufacturer of commercial vehicle component technologies.

Friday, Knorr-Bremse AG announced its will increase its all-cash bid for Haldex AB, a move that comes just days after ZF increased its bid for Haldex, upping the ante from Knorr-Bremse’s earlier offer.

Knorr-Bremse increased its per-share offer from SEK 110 to SEK 125 in cash per share (approximately US$12.84 to US$14.59), 13.6% above the last bid from ZF and raising its valuation of Haldex to SEK 5,526,996,250 (US$. 646,346,215.43). The company also reduced the minimum acceptance level condition in the offer to the extent that Knorr– Bremse becomes the owner of more than 50% of the shares in Haldex.

“Our perspectives remain unchanged,” said Klaus Deller, chairman of the executive board of Knorr-Bremse. “We are fully committed to the combination of Haldex and Knorr-Bremse which is not only underlined by the increased stake we hold in Haldex, but also by the increased offer for Haldex shareholders. We would not have made this offer if we were not confident about it.”

But that confidence was proclaimed before the news came that on the very same day, ZF also increased its per-share bid from SEK 110 to SEK 120 (approximately US$12.48 to US$14). In its announcement, ZF said that it has “previously received full antitrust clearance in all relevant markets, allowing for a quick completion of the offer. This ensures a short offer process and transaction certainty for shareholders and thus avoids uncertainty for Haldex.”

Dr Stefan Sommer, ZF’s chief executive officer, added, “Haldex and ZF are a perfect strategic, commercial and technological fit. By accepting ZF’s offer, a prolonged period of uncertainty for the company, its employees and customers, which could harm Haldex’s business and the value of the company, can be avoided.”