EX-99.D 3 danfoss13daexd.htm Unassociated Document
[DANFOSS LOGO]
 
PRESS RELEASE
 
November 28, 2012
 
DANFOSS PROPOSES TO ACQUIRE SHARES OF SAUER-DANFOSS
IT DOES NOT CURRENTLY OWN AT $49.00 PER SHARE
 
November 28, 2012.  Nordborg, Denmark. – Danfoss A/S announced today that it has made a proposal to the Board of Directors of Sauer-Danfoss Inc. (NYSE: SHS) to acquire the remaining shares of Sauer-Danfoss that it does not currently own at a price of $49.00 per share in cash.  This proposal represents a premium of 24% over the closing price of the Sauer-Danfoss shares on November 27, 2012.  The proposed transaction would not be conditioned on Danfoss obtaining financing.
 
In a letter to the Board of Directors of Sauer-Danfoss, Niels B. Christiansen, CEO and President of Danfoss, said “We understand that Sauer-Danfoss and its Board of Directors will want to establish a special committee comprised of independent directors to consider this proposal.  We expect that the special committee will want to retain its own legal and financial advisors.  We want to stress our willingness and desire to engage in productive and friendly discussions with the special committee and its advisors and to ensure that a process is followed that will result in a fair and mutually beneficial negotiated transaction.  We are hopeful that discussions can begin promptly and lead to the announcement of a friendly, negotiated transaction by year end.  We would anticipate that we would be in a position to commence a tender offer for the remaining Sauer-Danfoss shares promptly following those discussions, unless a different timeline or structure is agreed with the special committee. We will dedicate the resources necessary to meet this timeline and are open to any suggestions the special committee may have with respect to timing and structure.”
 
Danfoss currently owns approximately 75.6% of Sauer-Danfoss’ outstanding common stock and has advised Sauer-Danfoss that it has no interest in selling all or any part of its stake in Sauer-Danfoss.  As a result, Danfoss believes that its proposal presents a unique opportunity to deliver immediate liquidity and significant value to Sauer-Danfoss’ stockholders that will be welcomed by those stockholders.
 
About Danfoss (www.danfoss.com) Danfoss is one of the largest industrial companies in Denmark. The global group is a leader within research, development and production, sales and service of mechanical and electronic components for several industries. Danfoss has a large ownership share in one of the world’s leading manufacturers and suppliers of mobile hydraulics, Sauer-Danfoss. Danfoss seeks to obtain its goals with a minimal consumption of raw materials and energy, the least possible impact on its surroundings and the most efficient use of resources. Danfoss has a long tradition for a social responsibility towards both employees and the surrounding environment.
 

Additional Information
 
The possible tender offer described in this news release has not yet been commenced.  This press release and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Sauer-Danfoss. At the time a tender offer is commenced, Danfoss and its wholly-owned subsidiary, Danfoss Acquisition, Inc., intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer. Danfoss and Danfoss Acquisition, Inc. intend to mail these documents to the stockholders of Sauer-Danfoss. These documents will contain important information about the tender offer, and stockholders of Sauer-Danfoss are urged to read them carefully when they become available. Stockholders of Sauer-Danfoss will be able to obtain a free copy of these documents (if and when they become available) and other documents filed by Sauer-Danfoss, Danfoss or Danfoss Acquisition, Inc. with the United States Securities and Exchange Commission at the website maintained by the SEC at www.sec.gov.  In addition, stockholders will be able to obtain a free copy of these documents (if and when they become available) from the information agent named in the offer to purchase or from Danfoss.