Haldex Postpones Extraordinary General Meeting

Source: Haldex announcement

LANDSKRONA, Sweden — The Extraordinary General Meeting in Haldex Aktiebolag (“Haldex”) will not be held today (Sept. 14). Notice of a new Extraordinary General Meeting will be issued as soon as SAF-HOLLAND SE (“SAF-HOLLAND”) has received competition law clearance in Poland.

SAF-HOLLAND which, following its public tender offer holds more than nine-tenths of the shares in Haldex, has informed Haldex that it has decided to withdraw its proposals to the Extraordinary General Meeting on Sept. 14, 2022.

The proposals concerned the election of new Board members and a new Chairman of the Board, as well as the related matters of determining the number of Board members and the remuneration of the Board.

The reason for the withdrawal of the proposals is that SAF-HOLLAND has not yet received merger control clearance in Poland. As long as SAF-HOLLAND has not received clearance in Poland, SAF-HOLLAND may not exercise the voting rights in respect of the shares that SAF-HOLLAND acquired in the public offer.

Like in many other countries, Polish law permits a public tender offer to be completed pending merger control clearance, provided that the offeror does not exercise the voting rights of the shares acquired in the offer.

The completed public tender offer, and the transfers of Haldex shares that have taken place pursuant to the offer, are not affected by the fact that clearance in Poland is still pending.

As a result of SAF-HOLLAND having withdrawn its proposals, the Extraordinary General Meeting which should have been held by advance voting only (postal voting) in accordance with the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations, cannot be held.

Haldex will convene a new Extraordinary General Meeting as soon as SAF-HOLLAND has received merger control clearance in Poland.