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Suzlon to sell stake in Hansen Transmissions to ZF Friedrichshafen AG
Written by Vijay   
Tuesday, 26 July 2011
Mumbai: Suzlon Energy Ltd's subsidiary - AE-Rotor Holding BV, The Netherlands ("AERH") - has signed an irrevocable undertaking to accept the offer of ZF Friedrichshafen AG and to sell its 26.06% equity interest in Hansen Transmissions International NV, Belgium.

AERH currently holds 174,632,079 Depository Receipts in Hansen representing 26.06 per cent. of the voting capital of Hansen. If ZF completes the acquisition of AERH's stake in Hansen under the Offer, AERH will realise about 115 million GBP (USD 187 million).

ZF has received irrevocable undertakings from Hansen's two largest shareholders, Suzlon and Ecofin, to accept the Offer in respect of 257,224,599 Hansen Shares in aggregate, representing approximately 38.4 per cent. of the existing issued share capital of Hansen.

ZF believes that a combination of Hansen and ZF's worldwide platform, substantial manufacturing and engineering expertise and strong research and development capability will help create a leading player in the global wind turbine gearbox market.

The Offer will be 66 pence in cash for each Hansen Share and values the entire issued and to be issued share capital of Hansen, including outstanding rights under the Hansen Warrant Plans, at approximately £444.8 million.

The Offer represents a premium of approximately 95.6 per cent. over the closing price of 33.75 pence per Hansen Share on 22 July 2011, being the Business Day immediately prior to the date of this announcement and a premium of approximately 60.2 per cent. over the volume weighted average price of 41.19 pence per Hansen Share over the three month period ended on 22 July 2011.

"ZF has a strategic objective to achieve technology leadership and worldwide presence across all of its business units. The combination of ZF and Hansen's wind gearbox activities represents a natural extension of our strategic decision to enter the growing and exciting field of wind energy. It will bring together substantial manufacturing and engineering expertise - and strong research and development capability - with a stable and supportive ownership structure. We are committed to leveraging this worldwide platform to develop this business through investment in growth, creating significant opportunities for the highly skilled management teams and employees of both companies," said Hans-Georg Härter, Chief Executive Officer of ZF.

"The employees and management of Hansen have succeeded in building Hansen into one of the global leaders in gearboxes for gear-driven multi-megawatt wind turbines despite very challenging market conditions in recent years. ZF fully recognises these achievements and wants to build on our existing platform to further expand globally and enhance our market position. This Offer reflects the fair and reasonable value of the business we have built and gives Hansen Shareholders the opportunity to realise that value, in cash, at this time," said Alex De Ryck, Chief Executive Officer of Hansen.

Commenting on ZF’s offer, Tulsi Tanti – founder, chairman and managing director of the Suzlon Group said: “This is in line with our strategy to optimize and strengthen our Balance Sheet. Suzlon and Hansen have developed a strong partnership on technology and supply chain, Hansen has a significant presence in Low Cost Country Manufacturing while maintaining technological edge and reliability. We expect this partnership to continue and strengthen further over the mid-term.”

Last Updated ( Wednesday, 27 July 2011 )
 
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