Saab increases ownership in HITT to 96.7 percent; Settlement on 8 October 2012
This is a joint press release by Saab AB and HITT N.V., pursuant to the provisions of Article 16 and Article 17 paragraph 1 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the "Decree") in connection with the public offer by Saab AB (''Saab or the Offeror'') for all the issued and outstanding ordinary shares in the capital of HITT N.V. (''HITT or the Company'') pursuant to the offer document published by Saab on 6 August 2012 (the ''Offer Document'') and Saab’s public announcement of 27 August 2012. 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. 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.
Following the end of the acceptance period, Saab holds 92.5 percent of the issued and 96.7 percent of the issued and outstanding share capital in HITT; settlement of the Shares tendered in the Offer will take place on 8 October 2012; Post-Closing Acceptance Period, Delisting and Buy-Out of remaining Shares next step.
Terms not defined herein shall have the meaning as set out in the Offer Document.
Apeldoorn and Linköping, 3 October 2012 - Following the launch on 6 August 2012 of its recommended cash offer for EUR 6.60 per share (the "Offer") for all the issued and outstanding shares of HITT (the "Shares") pursuant to the Offer Document, and following the announcement by Saab dated 27 August 2012, whereby Saab announced that it had acquired 53 percent of the issued and outstanding share capital of HITT from majority shareholder Hitt Holding B.V. and converted its conditional Offer into an unconditional mandatory Offer of EUR 7.00 per Share, Saab and HITT hereby announce that at the closing of the acceptance period on 2 October 2012 at 18:00 hours CET, 776,705 Shares have been tendered for acceptance under the Offer, representing 17.3 percent of the issued and outstanding capital of HITT and, based on the increased Offer Price, representing an aggregate value of EUR 5,436,935. Together with the 3,566,782 Shares already held by Saab, Saab will, upon Settlement, hold 4,343,487 Shares, which represent 92.5 percent of the issued capital, and 96.7 percent of the issued and outstanding capital of HITT.
On 8 October 2012, Saab will pay the increased Offer Price of EUR 7.00 for each Share that has been validly tendered (or defectively tendered provided that such defect has been waived by Saab) and delivered (geleverd).
Post Closing Acceptance Period (na-aanmeldingstermijn)
Saab grants HITT's Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post closing acceptance period. The post closing acceptance period commences at9:00hours, CET, on4 October 2012, and expires at18:00hours CET, on17 October 2012, (the “Post Closing Acceptance Period”). Shareholders can tender their Shares in the same manner as set out in the Offer Document and the press release of6 August 2012. HITT's Shareholders can tender their Shares in the same manner and subject to the same conditions as described in the Offer Document dated6 August 2012, subject to the amendments in the press announcement of27 August 2012.
Shares tendered during the Post Closing Acceptance Period will immediately be accepted. Shareholders will not be able to withdraw any Shares tendered during the Post Closing Acceptance Period. Saab shall pay for Shares validly tendered (or defectively tendered provided that such defect has been waived by Saab) during the Post Closing Acceptance Period within three business days following the date on which such Shares are tendered.
Buy-Out and other Post-Settlement Restructurings
Following the Settlement Date, Saab intends that the business of HITT is integrated into the business of Saab.
As Saab together with its Affiliates (including the Company) following Settlement will hold at least 95 percent of the share capital (geplaatst kapitaal) of HITT within the meaning of articles 2:92a DCC and/or 2:359c DCC, it will as soon as possible initiate proceedings to acquire the remaining Shares not tendered by means of buy-out proceedings (uitkoopprocedure) in accordance with article 2:92a DCC or article 2:359c DCC ("Buy-Out").
Liquidity and delisting
Saab will procure the delisting of the Shares on Euronext Amsterdam as soon as reasonably practicable under Applicable Laws. A delisting will adversely affect the liquidity and market value of any Shares not tendered.
Offer Document, Position Statement and further information
The Offer has been made on the terms and subject to the conditions and restrictions contained in the Offer Document, dated6 August 2012, subject to the amendments in the press announcement of27 August 2012. This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Document, the press announcement of27 August 2012, or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Document, the press announcement of27 August 2012and the Position Statement.
Shareholders are advised to review the Offer Document, the press announcement of27 August 2012and 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, the press announcement of27 August 2012and the Position Statement.
Copies of the Offer Document, the press announcement of 27 August 2012 and the Position Statement are available free of charge at the offices of Saab, HITT and the Settlement Agent and can be obtained by contacting Saab, HITT or the Settlement Agent at the addresses below.
SAAB AB (Publ)
Address: P.O. Box 12062, SE-102 22Stockholm,Sweden
Telephone: +46 8 463 00 00
Fax: +46 8 463 01 52
Address:P.O. Box876, 7301 BC,Apeldoorn, theNetherlands
Telephone: +31 55 543 25 90
Fax: +31 55 543 25 95
The Settlement Agent:
ING Bank N.V.
Address: Bijlmerplein 888
Telephone: + 31 20 563 6546 / + 31 20 563 6619
Fax: + 31 20 563 6959
For further information on the Offer explicit reference is made to the Offer Document. 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.
For more information
Saab’s Press Sjoerd Jansen (CEO) Tel: +31 (55)
CentreTel: +46 5432590E-mail:
(0)734 180 email@example.com
(0) 734 180
The information is that which Saab AB may be required to declare by the Securities Business Act. The information was submitted for publication on 3 October 2012 at 07:30 CET.
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.
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
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.
The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Document and the press announcement of27 August 2012. 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 theNetherlands, 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 theNetherlands. 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 theNetherlandsshould 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 theNetherlandsmay 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.