Autoliv Announces Cash Offer for Norma
(Stockholm, March 1, 2010) --- Autoliv Inc. (NYSE: ALV), the worldwide leader in automotive safety products, announced today its decision to make a cash offer for all outstanding shares the Autoliv group does not own in its 51%-owned Estonian subsidiary Aktsiaselts Norma (“Norma”).
Through its wholly-owned subsidiary AS Automotive Holding, Autoliv will offer EEK 92.31 in cash for each share of Norma it does not already own. This represents an offer price premium of 45 percent over the 180-day volume-weighted average Norma share price of Norma and 28 percent over the closing market price as of February 26, 2010. The total value of the offer amounts to approximately EEK 597 million.
The Autoliv group currently holds 6,732,000 shares in Norma representing 51.0 percent of all outstanding shares. In addition, the company has over the past weekend received irrevocable sales commitments from shareholders representing 26.44% of the outstanding number of Norma shares.
The offer is conditioned upon Autoliv receiving acceptances representing at least 90 percent of all shares in Norma including the shares currently held by Autoliv. The acceptance period for the offer is currently expected to begin on March 17, 2010 and will last for 28 calendar days, i.e. until April 14, 2010. The above dates are approximate and subject to change pursuant to the approval of the offer documents by the Estonian Financial Supervisory Authority (FSA). The offer documents will be submitted today to the FSA for review and approval.
The opinion of Norma’s Supervisory Board is expected within 14 days from the start of the acceptance period.
Regarding the tender offer, Autoliv’s President and Chief Executive Officer, Jan Carlson, explained:
“Norma is facing certain challenges as vehicle manufacturers require their suppliers to be global. In addition, car manufacturers want their suppliers to continuously provide them with new technologies. These technologies are very expensive to develop and as a smaller player Norma has limited resources to do this.
At the same time, system suppliers such as Autoliv have a need for efficient and financially solid component manufacturers such as Norma, and Norma could with the support of Autoliv take advantage of restructuring opportunities in the automotive component industry. Therefore, expansion in component supply and integration into Autoliv’s pan-European manufacturing and logistics system provides a strong platform for Norma and its employees. In addition, it will be easier to coordinate sales to the Russian plants of our global customers if all Autoliv companies active in this market have the same ownership structure”, explained Mr. Jan Carlson.
Access Partners is acting as Autoliv’s sole financial advisor in this transaction. Raidla Lejins & Norcous is acting as Autoliv’s Estonian legal adviser and Vinge is acting as international legal adviser.
Inquiries:
Jan Carlson, President and CEO, Autoliv Inc., Tel +46 8 587 20656
Mats Ödman, Vice President Corp. Comm., Tel +46-708-32 09 33
***
About Autoliv
Autoliv Inc., the worldwide leader in automotive safety systems, develops and manufactures automotive safety systems for all major automotive manufacturers in the world. Together with its joint ventures, Autoliv has 80 facilities with approximately 38,000 employees in 29 vehicle-producing countries. In addition, the Company has technical centers in ten countries around the world, with 21 test tracks, more than any other automotive safety supplier. Sales in 2009 amounted to US $5.1 billion. The Company's shares are listed on the New York Stock Exchange (NYSE: ALV) and its Swedish Depository Receipts on the OMX Nordic Exchange in Stockholm (ALIV sdb). For more information about Autoliv, please visit our company website at www.autoliv.com.
About Norma
Norma’s main field of activity is production and sale of car safety systems, including seat belts and their components for the Russian market. Norma also manufactures components, dyes and molds for plastic injection molding and stamping machines and renders engineering services related to design and adaptation of car safety systems and seatbelts.
Safe Harbor Statement
This press release contains statements that are not historical facts but rather forward-looking statements. Such forward-looking statements are those that address activities, events or developments that are believed or anticipated to occur in the future, including statements relating to industry trends, business opportunities, sales contracts, sales backlog, and on-going commercial arrangements and discussions, as well as any statements about future operating performance or financial results. In some cases, you can identify these statements by forward-looking words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “might,” “will,” “should,” or the negative of these terms and other comparable terminology, although not all forward-looking statements are so identified. All such statements are based upon our current expectations and various assumptions, and apply only as of the date hereof. Our expectations and beliefs are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that forward-looking statements will materialize or prove to be correct. Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation, changes in general industry and market conditions, increased competition, changes in consumer preferences for end products, customer losses and changes in regulatory conditions, customer bankruptcies, consolidations or restructuring, divestiture of customer brands, fluctuation in vehicle production schedules, continued uncertainty in program awards and performance, pricing negotiations with customers, product liability, warranty and recall claims and other litigations, possible adverse results of pending or future litigation or infringement claims, legislative or regulatory changes, dependence on customers and suppliers. We undertake no obligation to update publicly any forward-looking statements whether as a result of new information or future events.
Geographical restrictions
Tis press release is not an offer. In addtition, the offer is not being made to persons whose participation would require an additional offer document, registration or actions other than those required under Estonian law. This press release may not be distributed to, or published in, the United States of America, Australia, Canada or Japan, or in any other jurisdiction where such distribution or the offer would require the type of action described in the preceding sentence or would breach or violate applicable laws, rules or regulations of such jurisdiction






