Danfoss A/S announced that its wholly owned subsidiary, Danfoss Acquisition, Inc., has commenced its tender offer for all the shares of Sauer-Danfoss Inc. (SHS) not already owned by Danfoss for $58.50 per share in cash. Sauer-Danfoss stockholders of record as of March 15, 2013 will also receive a cash dividend of $0.35 per share payable on March 29, 2013. Danfoss currently owns approximately 75.6% of the outstanding shares of Sauer-Danfoss common stock.
The Sauer-Danfoss Board of Directors approved the transaction based on the unanimous recommendation of a Special Committee of the Sauer-Danfoss Board of Directors comprised solely of independent and disinterested directors.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on April 11, 2013, unless the offer is extended.
On March 1 2013, Danfoss A/S and Sauer-Danfoss announced a definitive merger agreement for Danfoss to acquire the 24.4% of Sauer-Danfoss common shares not already owned by Danfoss and its affiliates for $58.50 per share in cash.
The $58.50 per share price represented a 48.6% premium to the closing price of Sauer-Danfoss shares on November 27, 2012, the day prior to the announcement of the Danfoss proposal, a 19.4% increase from the $49.00 per share proposal made by Danfoss on November 28, 2012 and a 5.3% premium to the highest trading price of Sauer-Danfoss shares for the 52-week period prior to the announcement of the Danfoss proposal. In addition, the Board of Sauer- Danfoss has declared a dividend for the first quarter of 2013 in which stockholders of record as of March 15, 2013 will receive a cash dividend of $0.35 per share payable on March 29, 2013.
The transaction does not require antitrust approval and is expected to close inthe second quarter of 2013 subject to satisfaction of the tender offer conditions and customary closing conditions.
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