Suzlon Energy’s subsidiary inks irrevocable undertaking in favour of ZF’s open offer

25 Jul 2011 Evaluate

Suzlon Energy’s indirect wholly owned subsidiary --AE-Rotor Holding BV, the Netherlands ('AERH')--which currently holds 174,632,079 depository receipts in Hansen representing 26.06% of the voting capital of Hansen has signed an irrevocable undertaking in the favour of ZF, thereby undertaking to accept the proposed offer subject to the terms and conditions of the Irrevocable Undertaking.

This development is in connection with the 'Offer Announcement' made by ZF Friedrichshafen AG ('ZF') and Hansen Transmissions International NV, Belgium ('Hansen') in relation to their agreement on the terms of a recommended cash offer to be made by ZF International BV ('ZF Bidco'), a wholly owned subsidiary of ZF, for the entire issued and to be issued share capital of Hansen at 66 pence per ordinary share.

AERH's obligation to accept the offer under the Irrevocable Undertaking will lapse in certain circumstances, including if a firm intention to make an offer for Hansen's shares is made by a third party for a consideration that is at least 12.5 per cent higher than consideration offered under the offer or if the offer lapses or is withdrawn.

However, If ZF completes the acquisition of AERH's stake in Hansen under the offer, AERH will realize about 115 million GBP ($187 million).

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