Danfoss A/S To Acquire 24.4% Of Sauer-Danfoss Inc; Declares Dividend

Danfoss A/S announced a definitive merger agreement for Danfoss to acquire the 24.4% of Sauer-Danfoss common shares not already owned by Danfoss and affiliates for $58.50 per share in cash. In addition, the Board of Sauer-Danfoss has declared a dividend for the first quarter of 2013 in which stockholders of record as of March 15, 2013 will receive a cash dividend of $0.35 per share payable on March 29, 2013. Under the terms of the agreement, Danfoss will commence a tender offer at $58.50 per Sauer-Danfoss share within 10 business days. If, following the tender offer, Danfoss owns at least 90% of the outstanding shares as a result of current shareholdings, shares tendered in the tender offer and the issuance of new shares by Sauer-Danfoss pursuant to a top up provision in the merger agreement between the parties that would go into effect only following a tender offer, Danfoss intends to cause Sauer-Danfoss to enter into a short-form merger as soon as reasonably practicable thereafter in which shares not tendered in the tender offer would be converted into the right to receive $58.50 per share in cash without interest. The transaction is expected to close in the second quarter of 2013. Citi is serving as financial advisor to Danfoss and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel. Lazard is serving as financial advisor to the Special Committee of the Board of Directors of Sauer-Danfoss and Kirkland & Ellis LLP is serving as legal counsel.