This is a joint press release by Saab AB and HITT N.V., pursuant to the provisions of Article 10, paragraph 3 and Section 18 paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the "Decree") in connection with the recommended public offer by Saab AB for all the issued and outstanding ordinary shares in the capital of HITT N.V. This announcement does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer will be made only by means of the Offer Document (as defined below). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States of America, Australia, Canada or Japan.
Highlights
- The Offer is a public cash offer for all the issued and outstanding ordinary shares of HITT at an offer price in cash of EUR 6.60 per Share.
- The HITT Management Board and the HITT Supervisory Board (the "HITT Boards") unanimously approve and fully support the Offer and recommend Shareholders to accept the Offer.
- Positive advice obtained from the HITT Works Council.
- HITT Holding B.V. and four other shareholders together holding 73.6% of the Shares, support the Offer and have agreed to tender their shares in the Offer (please see further information below).
- The Offer Period commences on 7 August 2012 at 09.00 hours, Amsterdam time, and ends on 2 October 2012 at 18.00 hours, Amsterdam time, unless extended.
- HITT will convene an extraordinary general meeting of Shareholders at 14:00 hours, Amsterdam time, on 21 September, during which, among other things, the Offer will be discussed.
- The Offer shall be subject to the fulfilment or waiver of the Offer Conditions as set out in the Offer Document.
Strategic rationale
- The Offer is in line with Saab's strategy to be a leading global actor on the Traffic Management market.
- The combination of HITT and Saab aims to build on each other's strengths to become a global leading player in selected areas of Traffic Management and Hydrography. Together, it will have a strengthened market presence and a strong portfolio of world leading products, combining innovative software systems with state of the art sensor systems.
- The acquisition provides a strong growth platform from which Saab can build on the combined installed base and enhance its' capabilities to develop, sell, deliver and maintain leading products throughout the world.
- Saab and HITT expect that the existing level of employment within the combined company will not be adversely changed as a result of the Offer, except where the combination of the businesses of Saab and HITT has some limited overlap. Saab and HITT have agreed that existing obligations pursuant to employment agreements and other arrangements, including pension plans and collective labour agreements, of HITT will be honoured.
Apeldoorn and Linköping 6 August 2012 - With the publication of the offer document (the "Offer Document") today, and with reference to the joint press releases of Saab and HITT dated 7 June 2012 and 3 July 2012, Saab AB ("Saab" or the "Offeror") and HITT N.V. ("HITT" or the "Company") hereby jointly announce that the Offeror is making a public cash offer for all the issued and outstanding ordinary shares of HITT N.V. (the "Shares").
Terms not defined herein shall have the meaning as set out in the Offer Document.
The Offer
Shareholders who accept the Offer and tender their Shares
will be paid, on the terms and subject to the conditions
and restrictions contained in the Offer Document, an amount
equal to EUR 6.60 in cash (the "Offer Price") in
consideration of each Share validly tendered (or
defectively tendered provided that such defect has been
waived by the Offeror) and delivered (geleverd), and not
validly withdrawn, subject to the Offeror declaring the
Offer unconditional (gestanddoening). The Offer Price
includes any cash or share dividends or other distributions
on the Shares that is or may be declared by the Company on
or prior to the settlement of the Offer. Saab will finance
the Offer from its own readily available resources and
financing is not subject to third party approvals or
contingencies, which has already been confirmed by Saab in
a press release dated 7 June 2012.
Recommendation of the HITT Boards
Taking into account the considerations that are described
in detail in the position statement published on 6 August
2012 (the "Position Statement"), the HITT Boards
believe that to date the Offer Price is fair to the
Shareholders from a financial point of view and the
purchase price payable by Saab to HITT pursuant to the
Asset Sale (if any, see also under 'Buy-Out, Asset Sale
and other Post-Settlement Restructurings' below), is
fair to HITT from a financial point of view, and that the
Offer is in the best interest of HITT, its Shareholders and
its other stakeholders and accordingly, the HITT Boards
have resolved to (i) unanimously approve and fully support
the Offer and the Asset Sale and other Post-Settlement
Restructurings (if any, and in the case of the Asset Sale,
subject to EGM approval), (ii) recommend to the
Shareholders to accept the Offer and to tender their Shares
under the Offer and (iii) recommend to the Shareholders to
adopt the EGM Resolutions.
Extraordinary General Meeting of Shareholders
At 14:00 hours Amsterdam time, on 21 September 2012, an
extraordinary general meeting of Shareholders of HITT (the
"EGM") will be convened at Hotel de Cantharel,
Van Golsteinlaan 20, 7339 GR Apeldoorn, the Netherlands, at
which EGM the Offer, among other matters, will be discussed
in accordance with the provisions of Article 18, paragraph
1 of the Decree. In addition, certain resolutions (the
"EGM Resolutions") will be proposed to the EGM in
connection with the Offer. Reference is made to the
Position Statement, providing further information to the
Shareholders and the agenda for the EGM (and the
explanatory notes thereto).
Employee consultation
The relevant employee consultation procedure with the works
council of HITT has been completed. On 27 July 2012,
HITT's works council rendered a positive advice
regarding the Offer and the transactions contemplated
thereby, and advised positively on the appointment of two
new members of the HITT Management Board. The Social
Economic Council (Sociaal-Economische Raad) and trade
unions FNV Bondgenoten and De Unie have been notified of
the Offer in accordance with the SER Merger Code (het
SER-besluit Fusiegedragsregels 2000).
Committed Shares
HITT Holding B.V., holding 53.4% of the Shares, has
irrevocably agreed with the Offeror to tender its Shares in
the Offer and to vote in favour of the EGM Resolutions
proposed at the EGM in an irrevocable undertaking (the
"Irrevocable"). The Irrevocable contains
customary undertakings and conditions, including that the
Irrevocable will end automatically if the Merger Agreement
is terminated in accordance with its terms, e.g. by the
Company or the Offeror because of a Superior Offer and the
absence of a Revised Offer by the Offeror, as described in
the Offer Document. HITT Holding B.V. did not receive any
information in connection with the Offer that is not
included in the Offer Document.
In addition, four large Shareholders together holding 20.2%
of the Shares have also confirmed their support of the
Offer in support letters (together: the "Support
Letters").
The support expressed in the Support Letters does not preclude each of the four large Shareholders from responding to any proposal by a third party that in the reasonable opinion of the large Shareholders is reasonably likely to evolve into an offer on all Shares that includes an all cash consideration payable per Share which exceeds the Offer Price. These four large Shareholders did not receive any information in connection with the Offer that is not included in the Offer Document.
Acceptance Period
The Acceptance Period will commence at 09:00 hours
Amsterdam time on 7 August 2012 and will expire on 2
October 2012 (the "Acceptance Closing Date") at
18:00 hours, Amsterdam time, unless the Acceptance Period
is extended (the "Acceptance Period"), in which
case the Acceptance Closing Date shall be the date on which
the extended Acceptance Period expires.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of Article 15, paragraph 3 of the Decree. In case of extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Acceptance by Shareholders
Shareholders who hold their Shares through an institution
admitted to Euronext Amsterdam (an "Admitted
Institution") must make their acceptance known via
their custodian, bank or broker prior to 18:00 hours
Amsterdam time, on 2 October 2012, unless the Acceptance
Period is extended. Custodians, banks or brokers may set an
earlier deadline for communication by Shareholders in order
to permit the custodian, bank or broker to communicate
acceptances to the Settlement Agent in a timely manner.
Accordingly, Shareholders holding Shares through a
financial intermediary, should comply with the dates
communicated by such financial intermediary as such dates
may differ from the dates and times noted in the Offer
Document.
The Admitted Institutions may tender Shares for acceptance only to the Settlement Agent and only in writing. In tendering the Shares, the Admitted Institutions are required to declare that (i) they have the tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by such Shareholder are being tendered in compliance with the restrictions as set out in Section 1 of the Offer Document and the securities and other applicable laws and/or regulations of the jurisdiction(s) to which such Shareholder is subject, and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with the tender of such Shares, and (iii) they undertake to transfer these Shares to the Offeror prior to or on the Settlement Date, provided the Offeror declares the Offer unconditional (gestand wordt gedaan).
Subject to the proper withdrawal of any tender of Shares, the tendering of Shares in acceptance of the Offer shall constitute irrevocable instructions (i) to block any attempt to transfer the Shares tendered, so that, on or prior to the Settlement Date, no transfer of such Shares may be effected (other than to the Settlement Agent on or prior to the Settlement Date if the Offeror declares the Offer unconditional (gestand wordt gedaan) and the Shares have been accepted for purchase) and (ii) to debit the securities account in which such Shares are held on the Settlement Date in respect of all of the Shares tendered, against payment by the Settlement Agent on behalf of the Offeror of the Offer Price in respect of those Shares (as the case may be).
Shareholders owning Shares individually recorded in the HITT shareholders register wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Settlement Agent prior to the Acceptance Closing Time. The acceptance forms are available upon request from the Offeror or the Settlement Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein.
Extension
If one or more of the Offer Conditions is not satisfied,
the Offeror may extend the Acceptance Period once for a
minimum period of two weeks and a maximum period of ten
weeks so that the Offer Conditions may be satisfied or, to
the extent legally permitted, waived. In addition, the
Acceptance Period may be extended if the events referred to
in Article 15 paragraph 5 of the Decree occur. Further
extensions are subject to clearance of the AFM, which will
only be given in exceptional circumstances.
If the Offeror extends the initial Acceptance Period, the Offeror will make a public announcement to that effect within three Business Days following the initial Acceptance Closing Date.
Declaring the Offer unconditional
(gestanddoening)
The Offer will be subject to the satisfaction or the waiver
of the offer conditions set out in Section 6.5 of the Offer
Document (the "Offer Conditions"), such as, inter
alia, the condition that the number of Shares that have
been tendered for acceptance under the Offer, together with
the Shares directly or indirectly held by the Offeror for
its own account at the Acceptance Closing Date, represent
at least 75% of the issued share capital of HITT. The Offer
Conditions may be waived, to the extent permitted by law or
by agreement, as set out in Section 6.5 of the Offer
Document.
No later than on the third business day following the
Acceptance Closing Date (the "Unconditional
Date"), the Offeror will determine whether the Offer
Conditions have been satisfied or are to be waived and
announce whether (i) the Offer is declared unconditional,
(ii) the Offer will be extended in accordance with Article
15 of the Decree or (iii) the Offer is terminated, as a
result of the Offer Conditions not having been satisfied or
waived, all in accordance with Article 16 of the Decree.
Post-Closing Acceptance Period
(na-aanmeldingstermijn)
If and when the Offer is declared unconditional
(gestand wordt gedaan), no later than the
Unconditional Date the Offeror will announce, within three
Business Days following the Unconditional Date, in
accordance with Article 17 of the Decree, a Post Closing
Acceptance Period to enable Shareholders that did not
tender their Shares during the Acceptance Period to tender
their Shares under the same terms and conditions applicable
to the Offer. Any such Post Closing Acceptance Period will
commence on the first Business Day following the date on
which the Post Closing Acceptance Period is announced and
may be up to two weeks in length.
Settlement
In the event the Offeror announces that the Offer is
declared unconditional (gestand wordt gedaan), the
Shareholders who accepted the Offer and tendered their
Shares prior to the Acceptance Closing Time will on the
Settlement Date receive the Offer Price in respect of each
Share validly tendered (or defectively tendered provided
that such defect has been waived by the Offeror) and
delivered (geleverd) by them, on the terms and
subject to the conditions and restrictions of the Offer.
The Settlement Date shall be no later than three Business
Days after the Unconditional Date. After transfer
(levering) of the Shares, revocation, dissolution or
annulment of a tender or transfer of Shares is not
permitted.
Governance of HITT post completion
Following Settlement, the HITT Management Board will
consist of Mr. Sjoerd Jansen as CEO and Mr. Martin
Schuiteman as CFO, and Mr. Lars Bergholtz and Mr. Ken
Kaminski nominated by Saab.
Following Settlement, the HITT Supervisory Board will consist of Annika Bäremo, Torbjörn Wingårdh, Johan Ohlson, Eric van Amerongen and Jan Vaandrager. Mr. Van Amerongen and Mr. Vaandrager qualify as independent supervisory director within the meaning of the Dutch Corporate Governance Code and they shall in principle continue to serve on the HITT Supervisory Board until the delisting of the Company and the Buy-Out is initiated or the Asset Sale or other Post-Settlement Restructuring has been completed.
Liquidity and delisting
The purchase of Shares by the Offeror pursuant to the Offer
will reduce the number of Shareholders, as well as the
number of Shares that might otherwise be traded publicly,
and will thus adversely affect the liquidity and market
value of the remaining Shares not tendered. Should the
Offer be declared unconditional (gestand wordt
gedaan), the Offeror intends to procure the delisting
of the Shares on Euronext Amsterdam as soon as reasonably
practicable under Applicable Laws. Delisting may be
achieved on the basis of 95% or more of the Shares having
been acquired by Saab or on the basis of an Asset Sale by
HITT of its entire business to Saab or one or more
designated subsidiaries of Saab followed by Liquidation, or
a Legal Merger, all as defined and further described in the
Offer Document This may further adversely affect the
liquidity and market value of any Shares not tendered.
Buy-Out, Asset Sale and other Post-Settlement
Restructurings
In the event that Saab, upon the Settlement Date or, if
applicable, after the Post Closing Acceptance Period,
together with its Affiliates holds 95% or more of the
issued share capital (geplaatst kapitaal) of the
Company within the meaning of Articles 2:92a DCC and/or
2:359c DCC, Saab shall acquire the remaining Shares not
tendered by means of buy-out proceedings
(uitkoopprocedure) in accordance with Article
2:92a of the DCC or takeover buy-out proceedings in
accordance with Article 2:359c of the DCC (each, a
"Buy-Out"). In the event that Saab cannot
initiate a But- Out, it may choose to implement the Asset
Sale or other Post-Settlement Restructuring, The Buy-Out
and the Asset Sale have already been approved by the
Boards, and any other Post Settlement Restructuring which
may be implemented by the Offeror requires the approval of
the HITT Supervisory Board (with a casting vote of the
independent supervisory directors).
Announcements
Any further announcements declaring whether the Offer is
declared unconditional (gestand wordt gedaan) and
announcements in relation to an extension of the Acceptance
Period will be issued by press release. Subject to any
applicable requirements of the Decree and other Applicable
Laws and without limiting the manner in which the Offeror
may choose to make any public announcement, the Offeror
will have no obligation to communicate any public
announcement other than as described above.
Offer Document, Position Statement and further
information
The Offeror is making the Offer on the terms and subject to
the conditions and restrictions contained in the Offer
Document, dated 6 August 2012, which will be available as
of today. In addition, as per today, HITT has made
available the Position Statement, containing the
information required by Article 18, paragraph 2 and Annex G
of the Decree in connection with the Offer.
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Document and/ or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Document and the Position Statement.
Shareholders are advised to review the Offer Document and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Document and the Position Statement.
Copies of the Offer Document will be available free of charge at the offices of Saab, HITT, the Settlement Agent and can be obtained by contacting Saab, or HITT, the Settlement Agent at the addresses below.
The Offeror:
SAAB AB (Publ)
Address: P.O. Box 12062, SE-102 22 Stockholm, Sweden
Telephone: +46 8 463 00 00
Fax: +46 8 463 01 52
E-mail: info@saabgroup.com
The Company:
HITT N.V.
Address: P.O. Box 876, 7301 BC, Apeldoorn, the
Netherlands
Telephone: +31 55 543 25 90
Fax: +31 55 543 25 95
E-mail: investor.relations@hitt.nl
The Settlement Agent:
ING Bank N.V.
Address: Bijlmerplein 888
Telephone: + 31 20 563 6546 / + 31 20 563 6619
Fax: + 31 20 563 6959
E-mail: iss.pas@ing.nl
Digital copies of the Offer Document are available on the
website of HITT at www.hitt.nl and on the website of
Saab at www.saabgroup.com. Such
websites do not constitute a part of, and are not included
or referred to in, the Offer Document. Copies of the Offer
Document are also available free of charge from HITT and
the Settlement Agent at the addresses mentioned above.
Advisors
SEB Enskilda, Skandinaviska Enskilda Banken AB is acting as
financial adviser exclusively to Saab. FBM Mahler B.V. is
acting as financial adviser exclusively to HITT. ABN AMRO
has issued a fairness opinion to the HITT Boards.
NautaDutilh N.V. is acting as legal counsel to the Saab;
Loyens & Loeff N.V. is acting as legal counsel to HITT.
Further information
The information in this press release is not intended to be
complete and for further information explicit reference is
made to the Offer Document. The Offer Document contains
details of the Offer. The Shareholders are advised to
review the Offer Document in detail and to seek independent
advice where appropriate in order to reach a reasoned
judgment in respect of the content of the Offer Document
and the Offer itself.
For more information
Saab | HITT | ||
Saab's Press Centre Tel: +46 (0)734 180 018Investor Relations, Ann-Sofi Jönsson Tel:+46 (0) 734 180 018 | Sjoerd Jansen (CEO) Tel: +31 (55) 543 25 90 E-mail: investor.relations@hitt.nl |
The information is that which Saab AB may be required to declare by the Securities Business Act and/or the Financial instruments Trading Act. The information was submitted for publication on August 6 at 20.30 CET.
About Saab
Saab serves the global market with world-leading
products, services and solutions ranging from military
defence to civil security. Saab has operations and
employees on all continents and constantly develops, adopts
and improves new technology to meet customers' changing
needs.
About HITT
HITT is a leading player in the worldwide markets for
traffic management and navigation systems. The company
develops technology aimed at safety enhancement and traffic
flow improvement, whilst also enabling significant cost
reductions in infrastructure and logistics. The core
activities of HITT consist of developing, selling and
maintenance of management & control systems and services
for air and vessel traffic and hydro-graphic and navigation
systems. In 2011 HITT achieved a revenue of EUR 40.7
million and a net profit of EUR 3.4 million. The number of
staff at year-end 2011 was 188. HITT has been listed on
Euronext Amsterdam NV since June 1998.
Forward-looking statements and restrictions
The Offer is being made with due observance of such
statements, conditions and restrictions as are included in
the Offer Document. The Offeror reserves the right to
accept any tender under the Offer, which is made by or on
behalf of a Shareholder, even if it has not been made in
the manner set out in the Offer Document. The Offer is not
being made, and the Shares will not be accepted for
purchase from or on behalf of any Shareholder, in any
jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would
require any registration, approval or filing with any
regulatory authority not expressly contemplated by the
terms of the Offer Document. Persons obtaining the Offer
Document are required to take due note and observe all such
restrictions and obtain any necessary authorisations,
approvals or consents (to the extent applicable). Outside
of the Netherlands, no actions have been taken (nor will
actions be taken) to make the Offer possible in any
jurisdiction where such actions would be required. In
addition, the Offer Document has not been filed with nor
recognised by the authorities of any jurisdiction other
than the Netherlands. Neither Saab, nor HITT, nor any of
their advisers assumes any responsibility for any violation
by any person of any of these restrictions. Any person
(including, without limitation, custodians, nominees and
trustees) who forwards or intends to forward the Offer
Document or any related document to any jurisdiction
outside the Netherlands should carefully read Sections 1
and 2 of the Offer Document (Restrictions and Important
Information) before taking any action. The release,
publication or distribution of the Offer Document in
jurisdictions other than the Netherlands may be restricted
by law and therefore persons into whose possession the
Offer Document comes should inform themselves about and
observe such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the law of
any such jurisdiction.
This press release may include "forward-looking
statements" and language indicating trends, such as
"anticipated" and "expected." Although
Saab and HITT believe that the assumptions upon which their
respective financial information and their respective
forward-looking statements are based are reasonable, they
can give no assurance that these assumptions will prove to
be correct. Neither Saab nor HITT, nor any of their
advisors accepts any responsibility for any financial
information contained in this press release relating to the
business or operations or results or financial condition of
the other or their respective groups.
distributed by |