The offer referred to in this press release is not being made, whether directly or indirectly, in Canada, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important notice” at the end of this press release and in the tender offer document which has been published on Volkswagen’s website www.volkswagenag.com/ir. Shareholders in the United States should also refer to the section titled “Special notice to shareholders in the United States” at the end of this press release.
On 21 February 2014, Volkswagen Aktiengesellschaft (“Volkswagen”) announced a public offer to the shareholders of Scania Aktiebolag (“Scania”) to tender all shares in Scania to Volkswagen at a price of SEK 200 in cash per share, regardless of share class (the “Offer”).
The shares tendered in the Offer at the end of the acceptance period on 25 April 2014, together with the shares already held or otherwise controlled by Volkswagen, amount to in aggregate 706,028,689 shares in Scania, comprising 389,937,855 A shares and 316,090,834 B shares, corresponding to 88.25 percent of the shares and 95.81 percent of the voting rights in Scania.
To provide the remaining shareholders of Scania more time to accept the Offer, the acceptance period has been extended until 16 May 2014 at 5:00 pm (CET). Volkswagen will, as soon as the Offer is accepted to such extent that Volkswagen becomes the owner of more than 90 percent of all shares in Scania, and provided that the other completion conditions continue to be fulfilled, declare the Offer unconditional and complete the Offer. As previously announced, the price is final and will not be increased.
“We are pleased that the broad majority of Scania’s minority shareholders have accepted our very attractive offer. This already takes us a major step forward towards our target of becoming the owner of more than 90 percent of all shares in Scania. On this basis, we are confident that during the extended acceptance period we will meet the necessary acceptance level for this transaction. This would be a milestone in the process of completing our integrated commercial vehicles group, which will be for the benefit of all parties involved”, said Hans Dieter Pötsch, Chief Financial Officer of Volkswagen.
Prior to announcement of the Offer, Volkswagen held or otherwise controlled in aggregate 501,089,097 shares in Scania, comprising 380,315,018 A shares and 120,774,079 B shares, corresponding to approximately 62.64 percent of the shares and 89.18 percent of the voting rights in Scania. Volkswagen has not acquired shares in Scania outside the Offer. Neither does Volkswagen hold any financial instruments in Scania that provide a financial exposure equivalent to a holding of shares in Scania.
At the end of the acceptance period on 25 April 2014, the Offer has been accepted by shareholders representing in total 204,939,592 shares in Scania, comprising 9,622,837 A shares and 195,316,755 B shares, corresponding to 25.62 percent of the shares and 6.63 percent of the voting rights in Scania.
As previously communicated, completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Volkswagen becomes the owner of more than 90 percent of all shares in Scania. Volkswagen has not reserved the right to waive such condition. Accordingly, the conditions for completion of the Offer have not yet been fulfilled.
Provided that the conditions for completion of the Offer have been fulfilled after the extended acceptance period, settlement for shares tendered in the Offer during the original acceptance period or the extension of the acceptance period is expected to take place not later than on or around 27 May 2014. Settlement will, with regard to shares tendered, take place before that date if the acceptance level condition is fulfilled and Volkswagen completes the Offer earlier.