(The following press release from Volkswagen AG was received by e-mail. It
was not confirmed by the sender.)
The offer referred to in this press release is not being made, whether directly
or indirectly, in Canada, New Zealand or South Africa or in any other
jurisdictions where such offer pursuant to legislation and regulations in such
relevant jurisdictions would be prohibited by applicable law. Shareholders not
resident in Sweden who wish to accept the Offer (as defined below) must make
inquiries concerning applicable legislation and possible tax consequences.
Shareholders should refer to the offer restrictions included in the section
titled "Important notice" at the end of this press release and in the tender
offer document which has been published on Volkswagen's website
www.volkswagenag.com/ir. Shareholders in the United States should also refer to
the section titled "Special notice to shareholders in the United States" at the
end of this press release.
18 March 2014
Volkswagen has taken notice of the statement of the Independent Committee,
issued on March 18, 2014. We explicitly do not share their view on valuation.
Consequently, we do not see the committee's statement as a reason to change our
position. Based on very solid assumptions reflecting our positive long-term and
strategic views on Scania, the offer price of 200 SEK represents a highly
attractive and balanced deal for both Scania and Volkswagen shareholders. The
offer price of 200 SEK per Scania share will in our view allow Scania
shareholders to realize the maximum value they can realistically expect from
their investment. It exceeds by far the fundamental stand-alone value of Scania
and includes a fair share of the incremental long-term synergy value potential
based on a full integration of Scania into the Volkswagen Group. This potential
can only be realized in the case of a successful offer, allowing to overcome the
legal restrictions of the current ownership structure in this respect.
Only by accepting the offer, that remains and runs until April 25, Scania's
shareholders can realize this full strategic value immediately and without
uncertainty. We trust that investors will appreciate this unique opportunity. We
remain, regardless of the committee's statement, confident that the offer will
be successful and will not complete it unless the offer is accepted to such
extent that Volkswagen becomes the owner of more than 90 percent of all shares
As stated before, regarding our future plans after a successful offer, Scania
and Sweden will continue to play a central and strategic role in our integrated
commercial vehicles group. We do not foresee any structural changes at Scania.
In particular, as a longstanding strategic partner of Scania we remain fully
committed to the employees and production locations of the company. Also
Scania's headquarters and its development centers will remain where they are
today. In this context, we welcome the current dialogue at trade union level
which could lead to a comprehensive agreement on securing employees' interests
For additional information, please contact:
Christine Ritz, Head of Group Investor Relations / Spokesperson for Finance,
Tel: +49(0)5361949840, e-mail: firstname.lastname@example.org
Michael Brendel, Head of Corporate and Business Communications, Volkswagen
Tel: +49(0)536193 93 56, e-mail:
This information was submitted for publication on 18 March 2014 at 1:15 p.m.
Information about the Offer:
The Offer is not being made, directly or indirectly, in or into Canada, New
Zealand or South Africa by use of mail or any other means or instrumentality
(including, without limitation, facsimile transmission, electronic mail, telex,
telephone and the Internet) of interstate or foreign commerce, or of any
facility of national security exchange, of Canada, New Zealand or South Africa,
and the Offer cannot be accepted by any such use, means, instrumentality or
facility of, or from within, Canada, New Zealand or South Africa. Accordingly,
this press release and any documentation relating to the Offer are not being and
should not be sent, mailed or otherwise distributed or forwarded in or into
Canada, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with
registered addresses in Canada, New Zealand or South Africa. Banks, brokers,
dealers and other nominees holding shares for persons in Canada, New Zealand or
South Africa must not forward this press release or any other document received
in connection with the Offer to such persons.
Statements in this press release or in the offer document relating to future
status or circumstances, including statements regarding future performance,
growth and other trend projections and the other benefits of the Offer, are
forward-looking statements. These statements may generally, but not always, be
identified by the use of words such as "anticipates", "intends", "expects",
"believes", or similar expressions. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no assurance that
actual results will not differ materially from those expressed or implied by
these forward-looking statements due to many factors, many of which are outside
the control of Volkswagen AG. Any such forward-looking statements speak only as
of the date on which they are made and Volkswagen AG has no obligation (and
undertakes no such obligation) to update or revise any of them, whether as a
result of new information, future events or otherwise, except for in accordance
with applicable laws and regulations.
Special notice to shareholders in the United States
The Offer referenced in this press release is made for shares of Scania AB, a
company incorporated under Swedish law, and is subject to Swedish disclosure and
procedural requirements, which are different from those of the United States.
The Offer is made in the United States in compliance with Section 14(e) of, and
Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the
"U.S. Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under
the U.S. Exchange Act and otherwise in accordance with the requirements of
Swedish law. Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, the offer
timetable, settlement procedures and timing of payments that are different from
those applicable under U.S. domestic tender offer procedures and laws.
To the extent permissible under applicable law or regulation, Volkswagen AG and
its affiliates or brokers (acting as agents for Volkswagen AG or its affiliates,
as applicable) may from time to time, and other than pursuant to the Offer,
directly or indirectly purchase, or arrange to purchase, shares of Scania AB,
that are the subject of the Offer or any securities that are convertible into,
exchangeable for or exercisable for such shares. To the extent information about
such purchases or arrangements to purchase is made public in Sweden, such
information will be disclosed by means of a press release or other means
reasonably calculated to inform U.S. shareholders of Scania AB of such
information. In addition, the financial advisors to Volkswagen AG, may also
engage in ordinary course trading activities in securities of Scania AB, which
may include purchases or arrangements to purchase such securities.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF
THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS PRESS RELEASE OR
DETERMINED WHETHER THIS PRESS RELEASE IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
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