Sauer-Danfoss Inc. Special Committee Announces Retention of
Financial Advisor and Legal Counsel
AMES, Iowa, Dec. 19, 2012 /PRNewswire/ -- The Special
Committee of the Board of Directors of Sauer-Danfoss Inc.
("Sauer-Danfoss") (NYSE: SHS) announced today that it has retained
Lazard as the Special Committee's independent financial advisor and
Kirkland & Ellis LLP as its independent legal counsel. As
Sauer-Danfoss previously announced, on November 28, 2012 the Board of Directors formed a
Special Committee of independent directors to consider, among other
things, the proposal made on that date by Danfoss A/S ("Danfoss"),
a beneficial owner of approximately 75.6% of Sauer-Danfoss'
outstanding common stock, to purchase all of the outstanding shares
of common stock of Sauer-Danfoss not owned by Danfoss for a cash
purchase price of $49.00 per
share.
The Special Committee cautions Sauer-Danfoss' stockholders and
others considering trading in its securities that no decisions have
been made by the Special Committee or the Board of Directors with
respect to Danfoss' proposal. There can be no assurance that any
definitive offer will be made or accepted, that any agreement will
be executed or that any transaction will be consummated. The
Special Committee does not intend to disclose developments
regarding these matters until it has determined that there is a
need, if any, to update the market.
Notice to Investors
No statement in this press
release is an offer to purchase or a solicitation of an offer to
sell securities. If Danfoss commences a tender offer for
Sauer-Danfoss, it will file a tender offer statement on Schedule TO
with the Securities and Exchange Commission ("SEC") and
Sauer-Danfoss will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to such tender offer. Investors
and security holders are urged to read all filings regarding the
proposed transaction, if and when the transaction proceeds and such
filings are made, because they will contain important information
that should be read carefully before any decision is made with
respect to the tender offer or the securities of
Sauer-Danfoss. Such materials will be made available to
Sauer-Danfoss' stockholders at no expense to them. In
addition, such materials (and all other offer documents filed with
the SEC) will be available at no charge on the SEC's web site:
www.sec.gov.
About Sauer-Danfoss
Sauer-Danfoss Inc. is a worldwide
leader in the design, manufacture, and sale of engineered hydraulic
and electronic systems and components for use primarily in
applications of mobile equipment. Sauer-Danfoss, with 2011
revenues of approximately $2.1
billion, has sales, manufacturing, and engineering
capabilities in Europe, the
Americas, and the Asia-Pacific
region.
More details online at www.sauer-danfoss.com.
Safe Harbor Disclosure
Certain statements contained
herein may constitute forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding the
activities of the Special Committee and possible business
transactions. Such forward-looking statements are subject to
certain risks, uncertainties and assumptions, and typically can be
identified by the use of words such as "will," "expect,"
"estimate," "anticipate," "forecast," "plan," "believe" and similar
terms. Although Sauer-Danfoss believes that its expectations
are reasonable, it can give no assurance that these expectations
will prove to have been correct, and actual results may vary
materially. Factors that could cause actual results to differ
materially from those contemplated above include, among others,
risks and uncertainties related to the capital markets generally,
general economic conditions, regulatory changes, fluctuations in
Sauer-Danfoss' stock price, Sauer-Danfoss' financial performance,
the timing and possible action by the Special Committee and the
Board of Directors regarding Danfoss' proposal, and possible
actions by Danfoss and other parties.
Sauer-Danfoss undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing review of factors
that could cause Sauer-Danfoss' actual results to differ materially
from those contemplated in the forward-looking statements included
herein should be considered in connection with information
regarding risks and uncertainties that may affect Sauer-Danfoss'
future results included in Sauer-Danfoss' filings with the SEC at
www.sec.gov.
SOURCE Sauer-Danfoss Inc.