Statement of cancellation of listing (1656S)

TIDMHSN

RNS Number : 1656S

ZF Friedrichshafen AG

16 November 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

16 November 2011

Recommended GBP444.7 million cash offer

ZF International BV, a wholly-owned subsidiary of ZF Friedrichshafen AG

for

Hansen Transmissions International NV

(the "Offer")

Statement of cancellation of listing and close of squeeze out process

Compulsory acquisition of remaining Hansen Shares and Warrants

Further to the announcement made by ZF on 24 October 2011, the squeeze out process initiated by ZF in accordance with 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 and Warrants to which the Offer relates, has now concluded. In accordance with articles 42 and 43 of the Royal Decree of 27 April 2007 relating to public takeovers, Hansen Shares and Warrants not tendered to ZF were deemed to be transferred to ZF by force of law on 15 November 2011.

Settlement of any consideration due to Hansen Shareholders and Warrant Holders shall occur no later than 29 November 2011. The consideration for any such Hansen Shares in registered form and/or Warrants in respect of which no Form of Acceptance was returned, shall be consigned at the "Deposito- en Consignatiekas / Caisse des Depots et Consignations" by no later than 29 November 2011. Any unpaid former holder of such Hansen Shares and/or Warrants may receive payment of such consideration by contacting the "Deposito- en Consignatiekas / Caisse des Depots et Consignations" by telephone at +32 (0)2 574 78 25 or by post at Kunstlaan / Avenue des Arts 30, 1040 Brussels (Belgium) for the attention of Ms. M Tuypens. DI Holders who have not tendered their Hansen Shares represented by Hansen DIs will have their CREST accounts automatically credited with any cash consideration due to them.

Cancellation of listing

ZF announces that the ordinary shares of Hansen ceased to be admitted to trading on the London Stock Exchange and that the listing of Hansen Shares on the Official List was cancelled, with effect from 8.00 a.m. (London time) this morning.

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

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 offer to tender Hansen Shares or Warrants under the squeeze out process 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. 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 to tender Hansen Shares or Warrants under the squeeze out process 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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