SOURCE: Danfoss A/S

January 15, 2010 08:00 ET

Danfoss A/S Announces Additional Delay in Launch of Tender Offer to Acquire Remaining Public Minority Stake in Sauer-Danfoss Inc.

NEW YORK, NY--(Marketwire - January 15, 2010) - Danfoss A/S ("Danfoss") announced on December 22, 2009, its intention to commence a cash tender offer (the "Offer") for all shares held by the public minority shareholders of Sauer-Danfoss Inc. ("Sauer-Danfoss") (NYSE: SHS) at $10.10 per share in cash, without interest and less any required withholding tax. The stake of approximately 24.3% not owned by Danfoss and its subsidiaries would be valued at approximately $118,750,000 at the $10.10 per share offer price.

Danfoss issued a press release on January 8, 2010, announcing a delay in the commencement of the Offer to permit Danfoss and the Special Committee of the Board of Directors of Sauer-Danfoss (the "Special Committee") to discuss certain matters. Danfoss and the Special Committee continue to have discussions and are working to resolve these matters expeditiously. Danfoss plans to commence the Offer as soon as practicable once these matters are resolved, but cannot provide any assurances as to whether and when these matters will be resolved.

As stated in Danfoss's December 22, 2009, press release, Danfoss's sole interest is in acquiring the shares of Sauer-Danfoss that it does not already own and it has no interest in a disposition of its controlling interest in Sauer-Danfoss or in any strategic transaction involving Sauer-Danfoss, other than the proposed Offer.

The Offer, if initiated, would be made directly to the shareholders of Sauer-Danfoss and would be conditioned upon, among other things, the tender of a majority of the shares that are not owned by Danfoss or its affiliates or the directors or officers of Danfoss, its affiliates or Sauer-Danfoss (the "majority of the minority" condition), which would not be waivable in the Offer, and the ownership by Danfoss of at least 90% of the outstanding shares following consummation of the Offer, which condition would be waivable in the Offer. If the Offer is consummated and Danfoss owns at least 90% of the outstanding shares following consummation, Danfoss would cause Sauer-Danfoss to enter into a short-form merger as soon as reasonably practicable thereafter in which shares not tendered in the Offer would be converted into the right to receive cash in an amount equal to the per share price to be paid in the Offer. The Offer would not be subject to any financing condition.

About Danfoss ( Danfoss is one of the largest industrial companies in Denmark. The global group is a leader within research, development and production, sales and service of mechanical and electronic components for several industries. Danfoss has a large ownership share in one of the world's leading manufacturers and suppliers of mobile hydraulics, Sauer-Danfoss. Danfoss seeks to obtain its goals with a minimal consumption of raw materials and energy, the least possible impact on its surroundings and the most efficient use of resources. Danfoss has a long tradition for a social responsibility towards both employees and the surrounding environment.


Neither Danfoss nor any of its affiliates has commenced the Offer to which this communication relates, and this material is neither an offer to purchase nor a solicitation of an offer to sell shares of Sauer-Danfoss common stock. Shareholders of Sauer-Danfoss are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase and any other documents relating to the tender offer that will be filed with the United States Securities and Exchange Commission ("SEC") when they become available, because they will contain important information that Sauer-Danfoss shareholders should consider before tendering their shares. Shareholders of Sauer-Danfoss will be able to obtain copies of these documents for free, when available, at the SEC's website at or by calling The Altman Group, Inc., the Information Agent for the Offer, at (877) 896-3190.

Contact Information

  • Contact:
    The Altman Group, Inc.
    (201) 806-7300