SKF receives anti-trust approvals in USA and Germany and waives CFIUS condition in acquisition of Kaydon Corporation
2013 October 08, 16:30 CEST
Gothenburg, Sweden, 08 October, 2013: SKF has received anti-trust approvals in the USA and Germany regarding the company’s acquisition of Kaydon Corporation (NYSE:KDN). Given the current U.S. federal government shutdown, SKF has waived the condition for approval of the Committee on Foreign Investment in the United States (CFIUS) under U.S. national security regulations. SKF anticipates that administrative delays will lengthen the period for clearance, however, it has not been notified of any concerns or issues in the review process.
All other terms and conditions of the tender offer remain unchanged. The tender offer and any withdrawal rights to which Kaydon’s stockholders may be entitled is scheduled to expire at 11:59 p.m., Eastern Time, on 15 October, 2013, unless extended or earlier terminated.
As previously announced on 16 September, 2013, SKF, through its wholly-owned subsidiaries, Dublin Acquisition Sub Inc. and Atlas Acquisition, Inc., commenced a tender offer for all outstanding shares of Kaydon Corporation (Kaydon) for USD 35.50 per share in cash.
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SKF is a leading global supplier of bearings, seals, mechatronics, lubrication systems, and services which include technical support, maintenance and reliability services, engineering consulting and training. SKF is represented in more than 130 countries and has around 15,000 distributor locations worldwide. Annual sales in 2012 were SEK 64,575 million and the number of employees was 46,775. www.skf.com
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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 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 forward-looking 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 historical facts and 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 law.