SKF Commences Tender Offer for All Outstanding Shares of Kaydon Corporation
GOTHENBURG, Sweden -- September 16, 2013
SKF (STO:SKFB) (STO:SKFA) (Pink Sheets:SKFRY) (LSE:SKFB) today announced the
commencement of its tender offer for all outstanding shares of Kaydon
Corporation (NYSE:KDN) (“Kaydon”) for USD 35.50 per share in cash. The tender
offer is being made pursuant to the previously announced Agreement and Plan of
Merger dated 5 September, 2013 for SKF to acquire Kaydon.
The tender offer is subject to customary terms and conditions, including
regulatory clearances and the tender of at least a majority of the outstanding
shares of Kaydon common stock. Upon completion of the tender offer, SKF will
acquire all remaining shares through a short form merger at the tender offer
SKF through its wholly owned subsidiaries, Atlas Management, Inc. and Dublin
Acquisition Sub Inc. will file today with the U.S. Securities and Exchange
Commission (“SEC”) a Tender Offer Statement on Schedule TO, setting forth in
detail the terms of the tender offer. In addition, Kaydon will file today with
the SEC a Statement on Schedule 14D-9, setting forth in detail, among other
things, the Kaydon Corporation Board of Directors unanimous recommendation
that Kaydon’s stockholders accept the tender offer and tender their shares in
Copies of these statements and other documents filed with the SEC are
available at www.sec.gov or by contacting MacKenzie Partners, Inc. at (212)
929-5500 or Toll Free at (800) 322-2885.
The tender offer and any withdrawal rights to which Kaydon’s stockholders may
be entitled expire at 11:59 p.m., Eastern Time, on 15 October, 2013, unless
extended or earlier terminated.
Aktiebolaget SKF (publ)
The tender offer described in this communication (the “Offer”) has commenced.
Pursuant to the Offer, Dublin Acquisition Sub Inc. (“Dublin”), a wholly-owned
subsidiary of Atlas Management, Inc. (“Atlas”), a wholly-owned subsidiary of
AB SKF, offers to purchase all of the common stock of Kaydon Corporation
(“Kaydon”). This communication is for information purposes only and does not
constitute an offer to buy or solicitation of an offer to sell any securities.
The terms and conditions of the Offer are described in the tender offer
statement on Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, filed with the United States Securities and
Exchange Commission (the “SEC”) on September 16, 2013, by Atlas and Dublin.
The Offer is being made only pursuant to such offer to purchase, the letter of
transmittal and related documents filed with such Schedule TO. In addition,
Kaydon has filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE
AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of these statements and
the other documents filed with the SEC at the website maintained by the SEC at
www.sec.gov or by directing such requests to MACKENZIE PARTNERS INC. at (212)
929-5500 or Toll Free at (800) 322-2885.
This press release contains forward-looking statements made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995
that are based on management’s beliefs and assumptions. In some cases, you can
identify forward looking statements by terms such as “may,” “will,” “should,”
“could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“projects,” “predicts,” “potential,” and similar expressions. Such statements,
including statements relating to SKF’s expectations for the future performance
of Kaydon Corporation, the future opportunities associated with the
acquisition, and the success of SKF integrating Kaydon into its business, are
not considered historical facts and are considered forward-looking statements
under the federal securities laws. Such forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. Such risks and uncertainties include the possibility that SKF
will not consummate a transaction with Kaydon, changes in economic, market and
competitive conditions, changes in the regulatory environment and other
government actions, fluctuations in exchange rates and other factors mentioned
in SKF’s latest annual report (available on www.skf.com) under the
Administration Report; “Important factors influencing the financial results”,
“Financial risks” and “Sensitivity analysis”, and in its full-year report
under “Risks and uncertainties in the business.” We undertake no obligation to
revise or update publicly any forward-looking statement, except as required by
SKF is a leading global supplier of
lubrication systems(http://www.skf.com/portal/skf_lub?lang=en), and
which include technical support, maintenance and reliability services,
engineering consulting and training. SKF is represented in more than 130
countries and has around15,000 distributor locations worldwide. Annual sales
in 2012 were SEK 64,575 million and the number of employees was 46,775.
® SKF is a registered trademark of the SKF Group. ™ BeyondZero is a trademark
of the SKF Group.
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46 31337 2400
Director, Press Relations
tel: 46 31337 3880
mobile: 46 727-173880
Head of Investor Relations
tel: 46 31-337 1994
mobile: 46 705-181994
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