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.
The offer has been accepted to such extent that Volkswagen after completion of the offer will become the owner of 90.47 percent of all shares in Scania.
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”). As of the time of this announcement on 13 May 2014, the shares tendered in the Offer, together with the shares already held or otherwise controlled by Volkswagen, amount to in aggregate 723,733,927 shares in Scania, comprising 390,197,071 A shares and 333,536,856 B shares, corresponding to 90.47 percent of the shares and 96.26 per-cent of the voting rights in Scania.
Volkswagen hereby announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional in all respects and Volkswagen will complete the acquisition of the shares tendered in the Offer. Settlement for shares tendered up until 12 May 2014 is expected to take place on or around 19 May 2014.
“We are pleased that Scania shareholders accepted our highly attractive offer to the necessary extent. This is good news for the Volkswagen Group as a whole, as we can now take the next logical and consistent step in our strategy to strengthen the operational integration between Scania, MAN and Volkswagen Commercial Vehicles to create a leading commercial vehicles group. The success of the offer is also good news for Scania, as the company will be a core element of the integrated commercial vehicles group which will open up new opportunities for all parties involved. Not least, it is good news for Scania’s employees, as our agreement with Scania trade unions to safeguard jobs and locations in Sweden will now come into effect and will be implemented swiftly”, said Martin Winterkorn, Chairman of the Board of Management of Volkswagen.
The extended acceptance period allows remaining shareholders of Scania to accept the Offer until 16 May 2014 at 5:00 pm (CET). Settlement for shares tendered after 12 May 2014 is expected to take place on or around 27 May 2014.
Volkswagen will initiate compulsory acquisition of the remaining shares in Scania as well as promote a delisting of Scania’s shares from NASDAQ OMX Stockholm.
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 62.64 percent of the shares and 89.18 percent of the voting rights in Scania.
As of the time of this announcement on 13 May 2014, the Offer has been accepted by shareholders representing in total 220,233,210 shares in Scania, comprising 9,871,112 A shares and 210,362,098 B shares, corresponding to 27.53 percent of the shares and 7.02 percent of the voting rights in Scania.
In addition, Volkswagen has, as from 7 May 2014, outside the Offer acquired in total 2,411,620 shares in Scania, comprising 10,941 A shares and 2,400,679 B shares, corresponding to 0.30 percent of the shares and 0.06 percent of the voting rights in Scania. None of these shares have been acquired at a price which exceeds the price in the Offer.
