DGAP-Adhoc

ZF North America Capital Inc.: ZF intends to tender its entire holding in Haldex into Knorr-Bremse offer

ZF North America Capital Inc. / Key word(s): Mergers & Acquisitions

30.11.2016 18:08

Disclosure of an inside information according to Article 17 MAR,
transmitted by EQS - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad hoc announcement - Publication of Inside Information according to
Article 17 (1) of the Market Abuse Regulation

This ad hoc announcement is not and must not, directly or indirectly, be
distributed or made public in or into Australia, Canada, Hong Kong, Japan,
New Zealand or South Africa. The offer is not being made to, nor will any
tender of shares be accepted from, holders in such jurisdictions or
elsewhere where their participation requires further documentation, filings
or other measures in addition to those required by Swedish law.

30 November 2016 at 6.00 p.m. CET

ZF North America Capital Inc.,

a subsidiary of ZF Friedrichshafen AG, incorporated under the laws of the
State of Delaware, United States, having its registered office at 1209
Orange Street, Wilmington 19801, United States (the "Issuer"). The Issuer
has issued the following bonds:

4.00% USD 2020 with denomination USD 150,000, volume USD 1.0 bn and ISIN
US98877DAA37 (144A) / USU98737AA47 (Reg S)

4.50% USD 2022 with denomination USD 150,000, volume USD 1.0 bn and ISIN
US98877DAB10 (144A) / USU98737AB20 (Reg S)

4.75% USD 2025 with denomination USD 150,000, volume USD 1.5 bn and ISIN
US98877DAC92 (144A) / USU98737AC03 (Reg S)

2.25% EUR 2019 with denomination EUR 100,000 and volume EUR 1.15 bn and
ISIN DE000A14J7F8

2.75% EUR 2023 with denomination EUR 100,000 and volume EUR 1.1 bn and ISIN
DE000A14J7G6


ZF intends to tender its entire holding in Haldex into Knorr-Bremse offer

Friedrichshafen - ZF Friedrichshafen AG, through its wholly-owned
subsidiary ZF International B.V. ("ZF"), announced today that it has
reduced its shareholding in Haldex Aktiebolag (publ) ("Haldex" or the
"Company") to 20.11 percent of the total share capital as of today and
intends to accept Knorr-Bremse AG's ("Knorr-Bremse") tender offer at SEK
125 in cash per share for its entire remaining stake. ZF previously held
21.67 percent in Haldex and as such is Haldex's largest shareholder.

ZF has been and continues to be committed to creating favourable conditions
for the Company and its business while protecting the interests of ZF and
reducing its financial exposure. The intention to tender supports ZF's aim
of increasing stability for Haldex, its employees, and its customers.

ZF is staying true to its strategy 2025, aimed at meeting future megatrends