HSN Hansen Tran.

TIDMZZZZ TIDMHSN

RNS Number : 6601P

ZF Friedrichshafen AG

06 October 2011

NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION,IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE 6 October 2011

Recommended GBP444.7 million cash offer

by

ZF International BV,

a wholly-owned subsidiary of ZF Friedrichshafen AG

for

Hansen Transmissions International NV (the "Offer")

Announcement of acceptances and Offer declared unconditional in all respects

Offer update

On 25 July 2011, the boards of ZF Friedrichshafen AG ("ZF") and Hansen Transmissions International NV ("Hansen") announced the terms of a recommended cash offer for the entire issued and to be issued share capital of Hansen to be made by ZF International BV, a wholly owned subsidiary of ZF ("ZF Bidco").

On 20 September 2011, ZF announced the extension of the closing date of the Offer to 1.00 p.m. (London time) on 5 October 2011.

Announcement of acceptances

As at 1.00 p.m. (London time) on 5 October 2011, being the most recent closing date of the Offer, ZF had received valid acceptances of the Offer in respect of 645,492,685 Hansen Shares and/or Hansen DIs representing approximately 96.32 per cent. of the existing issued share capital of Hansen and which ZF may count towards the satisfaction of its acceptance condition.

This total includes acceptances received in respect of 265,055,125 Hansen Shares (representing approximately 39.6% per cent. of the issued share capital of Hansen) which were subject to irrevocable commitments procured by ZF.

In addition, as at 1.00 p.m. (London time) on 5 October 2011, ZF had also received valid acceptances in respect of 2,002,400 Warrants. ZF may not count acceptances in respect of Warrants towards the satisfaction of its acceptance condition, which relates to Hansen Shares and Hansen DIs only.

Offer declared unconditional in all respects

ZF is pleased to announce that all of the conditions to the Offer have now been satisfied and that the Offer is hereby declared unconditional in all respects. In accordance with Rule 31.4 of the Code, the Offer will remain open for acceptance until 1.00 p.m. (London time) on 20 October 2011. The Offer will then be closed for further acceptances.

The consideration due to accepting Hansen Shareholders and Warrant Holders is expected to be paid on or before 11 October 2011 in respect of acceptances complete in all respects and received not later than 1.00 p.m. on 5 October 2011, or otherwise within 3 US Business Days of the date of receipt of further acceptances which are valid and complete in all respects.

Cancellation of listing of Hansen Shares and compulsory acquisition of remaining Hansen

Shares and Warrants

As stated in the Offer Document, as ZF is in receipt of valid acceptances in respect of more than 75 per cent. of the existing issued share capital of Hansen, ZF intends to procure the making of an application by Hansen to the London Stock Exchange for the cancellation of the admission to trading of Hansen Shares on the London Stock Exchange and to the FSA for the cancellation of the listing of Hansen Shares on the Official List. It is anticipated that such cancellation will take effect no earlier than 8.00 a.m. on 14 November 2011. Delisting and the cancellation of trading of Hansen Shares will significantly reduce the liquidity and marketability of any Hansen Shares not acquired by ZF. Arrangements will also be made to terminate the depositary interest trading facility in respect of Hansen Shares.

Furthermore, as ZF has received acceptances under the Offer in respect of more than 95 per cent. of Hansen's share capital conferring voting rights and 95 per cent. of Hansen's securities with voting rights, ZF intends to exercise its rights pursuant to the provisions of Articles 42 and 43 of the Belgian Royal Decree of 27 April 2007 relating to takeover bids to compulsorily acquire any remaining Hansen Shares to which the Offer relates on the same terms as the Offer. ZF will launch the squeeze out process following the final close of the Offer on 20 October 2011. It is expected that the squeeze out process will commence on or around 21 October 2011 and that the squeeze out period will remain open for fifteen business days (with settlement to occur within ten business days thereafter). In this context, "business days" refers to any day on which the banks in Belgium are open for business.

Hansen Shareholders who have not yet accepted the Offer are urged to do so as soon as possible and, in any event, by the following deadlines:

-- If you are a DI Holder, the procedure for accepting the Offer is set out in Part C of Appendix I at page 41 of the Offer Document. An instruction to accept the Offer by a DI Holder must be made electronically through CREST. As CREST does not operate on UK public holidays or weekends, the acceptance should be made so that the TTE Instruction settles as soon as possible and, in any event, NO LATER THAN 1.00 P.M. (LONDON TIME) ON 20 OCTOBER 2011. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

-- If you are a Registered Holder, the procedure for accepting the Offer is set out in Part D of Appendix I at page 44 of the Offer Document. To accept the Offer, the Blue Form of Acceptance which accompanies the Offer Document (or is available from the Receiving Agent or, if you are a Belgian Registered Holder, RBS Belgium) must be completed and returned to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom so as to be received as soon as possible and, in any event, NO LATER THAN 1.00 P.M. (LONDON TIME) ON 20 OCTOBER 2011. In respect of Registered Holders in Belgium only, the Blue Form of Acceptance may alternatively be returned to RBS Belgium, for the attention of Patrick Burin, Operations Management at Kanselarijstraat 17A, B 1000, Brussels, Belgium, as soon as possible and in any event so as to be received by RBS Belgium by NO LATER THAN 2.00 P.M. (BRUSSELS TIME) ON 20 OCTOBER 2011.

-- If you are a Warrant Holder, the procedure for accepting the Offer is set out in Part E of Appendix I at page 47 of the Offer Document. The attention of Warrant Holders is drawn to paragraph 11 of Appendix IV of the Offer Document and paragraph 14 of the letter from the director of ZF of the Offer Document. To accept the Offer in respect of Warrants, the Pink Form of Acceptance which accompanies the Offer Document (or is available from the Receiving Agent or, if you are a Belgian Warrant Holder, RBS Belgium) must be completed and returned to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom as soon as possible and, in any event, so as to be received NO LATER THAN 1.00 P.M. (LONDON TIME) ON 20 OCTOBER 2011. In respect of Warrant Holders in Belgium only, the Pink Form of Acceptance may alternatively be returned to RBS Belgium, for the attention of Patrick Burin, Operations Management at Kanselarijstraat 17A, B 1000, Brussels, Belgium, RBS Belgium as soon as possible and in any event so as to be received by NO LATER THAN 2.00 P.M. (BRUSSELS TIME) ON 20 OCTOBER 2011. Warrant Holders that do not wish to accept the Offer in respect of their Warrants are nevertheless asked to complete and return Part B of the Pink Acceptance Form so that in the event of a squeeze out being implemented by ZF Bidco and such Warrants being compulsorily acquired by ZF Bidco, those Warrant Holders will receive the consideration for such Warrants electronically.

Defined terms used in this announcement have the same meaning given to them in the Offer

Document dated 18 August 2011.

This announcement will be made available on the ZF website at www.zf.com/hansen-offer and will be available on the Hansen website at www.hansentransmissions.com.

Enquiries

 
 ZF                                        Tel: +49 7541 77 7925 
 Andreas Veil 
 (Manager Business Press and PR) 
 
 RBS Corporate Finance Limited             Tel: +44 20 7678 8000 
 (financial adviser to ZF) 
 Mark Crossley 
 Ross Mitchell 
 
 RBS Hoare Govett Limited                  Tel: 44 20 7678 8000 
 (corporate broker to ZF) 
 Nick Adams 
 Harry Nicholas 
 
 Hansen                                    Tel: +32 3450 5862 
 Hans Ooms 
 
 BofA Merrill Lynch                        Tel: +44 20 7996 1000 
 (financial adviser and corporate broker 
  to Hansen) 
 Philip Noblet 
 Paul Frankfurt (Corporate Broking) 
 
 
 PR advisers to ZF 
 FTI Consulting UK 
 Edward Bridges                            Tel: +44 20 7269 7147 
 Nina Delangle                             Tel: +44 20 7269 7181 
 
 FTI Consulting Germany 
 Ivo Lingnau                               Tel: +49 69 920 37 
                                            133 
 Carolin Amann                             Tel: +49 69 920 37 
                                            132 
 
 Comfi/BeMore Belgium 
 Laure-Eve Monfort                         Tel: +32 2 290 90 90 
 
 
 PR advisers to Hansen 
 Maitland 
 Daniel Yea                                Tel: +44 20 7395 0464 
 

Further Information

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which contains the full terms and conditions of the Offer) and, if you hold Hansen Shares in registered form, or you hold Warrants, the relevant Form of Acceptance. Hansen Shareholders and Warrant Holders are advised to read the formal documentation in relation to the Offer carefully.

RBS Corporate Finance Limited ("RBS"), RBS Hoare Govett Limited ("RBS Hoare Govett") and The Royal Bank of Scotland NV (Belgium) Branch ("RBS Belgium"), are acting for ZF and ZF Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than ZF and ZF Bidco for providing the protections afforded to clients of RBS, RBS Hoare Govett or RBS Belgium nor for providing advice in relation to the Offer, the content of this Offer Document or any matter referred to herein.

BofA Merrill Lynch is acting exclusively for Hansen in connection with the Offer and for no one else and will not be responsible to anyone other than Hansen for providing the protections afforded to its clients or for providing advice in relation to the Offer.

Overseas jurisdictions

This announcement has been prepared for the purposes of complying with English and Belgian law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Belgium.

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom and Belgium may be restricted by law. In particular, as described in Appendix I, the Offer has not been made directly or indirectly into any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom and Belgium should inform themselves about, and observe, any applicable restrictions. Hansen Shareholders and Warrant Holders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer has not been made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

Notice to US holders of Hansen Shares

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this document or the Offer Document. Any representation to the contrary is a criminal offence.

The Offer has been made (i) subject to English law, (ii) for the securities of a company incorporated under the laws of Belgium and (iii) in accordance with applicable public takeover regulations in both the UK and Belgium and the Offer Document complies with disclosure requirements required by such laws and regulations, including format and style, which may differ from US disclosure requirements, format and style. The financial information on the ZF Group and the Hansen Group included in the Offer Document has been prepared in accordance with accounting principles applicable in Germany and Belgium respectively and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer has been made in the United States pursuant to the US tender offer rules under Regulation 14E under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

The receipt of cash pursuant to the Offer by a US holder of Hansen Shares or Warrants may be a taxable transaction for US federal income tax purposes and under applicable US state and local laws, as well as foreign and other tax laws. Each such holder of Hansen Shares or Warrants is urged to consult his independent financial adviser immediately regarding any acceptance of the Offer, including, without limitation, the tax consequences of any acceptance of the Offer.

ZF is incorporated under the laws of Germany, ZF Bidco is incorporated under the laws of the Netherlands and Hansen is incorporated under the laws of Belgium and some or all of the officers and directors of those entities may be residents of non-US jurisdictions. As a result, it may be difficult for US holders of Hansen Shares or Warrants to enforce their rights or any claim arising out of the US federal securities laws. US holders of Hansen Shares or Warrants may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

To the extent permitted by applicable law and in accordance with the Code, normal UK and Belgian market practice and pursuant to Rule 14e-5 of the Exchange Act, ZF Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Hansen Shares other than pursuant to the Offer and before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK and Belgian rules, including the Code and the rules of the London Stock Exchange plc, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with the Code, normal UK and Belgian market practice and Rule 14e-5 of the Exchange Act, BofA Merrill Lynch, RBS Corporate Finance Limited and RBS Hoare Govett and their respective affiliates will continue to act as exempt principal traders in Hansen Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available on a Regulatory Information Service of the UK Listing Authority and made available on the London Stock Exchange website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom and Belgium.

The distribution of this document in jurisdictions other than the United Kingdom, Belgium or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Hansen American Depositary Shares

The Offer does not extend to certain American Depositary Shares ("Hansen ADSs") with respect to Hansen Shares. In order for holders of Hansen ADSs to participate in the Offer, such holders would need first to withdraw their underlying Hansen Shares from the relevant depositary facility, by exchanging their Hansen ADSs with the relevant depository for the underlying Hansen Shares in time to be able to participate in the Offer.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Hansen or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Hansen and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Hansen or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Hansen or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Hansen or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Hansen and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Hansen or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Hansen and by any offeror and Dealing Disclosures must also be made by Hansen by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

This information is provided by RNS

The company news service from the London Stock Exchange

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