You have requested access to the website where ZF Friedrichshafen AG (“ZF”/“Acquirer”), in compliance with applicable laws and regulations of India, in par-ticular of the Securities and Exchange Board of India (“SEBI”), discloses certain docu-ments (“Disclosed Documents”) in connection with the mandatory open offer (“Open Offer”) of ZF, WABCO Asia Private Limited (“PAC 1”), LucasVarity (“PAC 2”) and ZF International UK Limited (“PAC 3”, PAC 1, PAC 2 and PAC 3 collectively the “PACs”) to acquire up to 4,741,900 (four million seven hundred forty-one thousand nine hundred only) fully paid-up equity shares of face value of ₹ 5 (Rupees five only) (“Offer Size”), representing 25% of the voting share capital of WABCO India Limited (“Target Company”) from the public equity shareholders of the Target Company ex-cluding the: (a) Acquirer and/or the PACs; (b) parties to the Merger Agreement (as de-fined below); and (c) persons deemed to be acting in concert with the persons set out in (a) and (b) above (“Public Shareholders”) at a price of ₹ 7,067.51 (Rupees seven thou-sand sixty-seven and fifty-one paise only) per offer share (“Offer Price”) payable in cash, pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”).
Public Shareholders of the Target Company are kindly requested to read the follow-ing legal information on this website and confirm that they have read such legal in-formation before they are forwarded to the website that contains the Disclosed Doc-uments.
The Open Offer is a mandatory open offer in compliance with Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations pursuant to the indirect acquisition of voting rights and control of the Target Company. Pursuant to the Agreement and Plan of Merger, dat-ed 28 March 2019, by and among the Acquirer, WABCO Holdings Inc., a Delaware corporation (“WABCO US”) and Verona Merger Sub Corp, a Delaware corporation and indirect wholly owned subsidiary of the Acquirer as amended by Amendment No. 1 to the Agreement and Plan of Merger dated 29 May 2020 (“Merger Agreement”) which was consummated on 29 May 2020, the Acquirer indirectly acquired 100% (one hun-dred per cent.) of the outstanding shares of common stock, par value of US$ 0.01 (US dollars zero point zero one only) per share, of WABCO US.
On 2 April 2019, on behalf of the Acquirer, J.P. Morgan India Private Limited made a public announcement of the Open Offer in accordance with SEBI (SAST) Regulations (“Public Announcement”). On 3 June 2020, the Detailed Public Statement in relation to the Open Offer issued on behalf of the Acquirer and PACs to the Public Shareholders, was published in the newspapers (i.e., all editions of Financial Express (English), all edi-tions of Jansatta (Hindi), Mumbai edition of Mumbai Tarun Bharat (Marathi) and Chen-nai edition of Makkal Kural (Tamil)) (“Detailed Public Statement”). On 10 June 2020, the Draft Letter of Offer was filed with SEBI (“Draft Letter of Offer”).
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR AP-PROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DIS-CLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (SAST) REGULATIONS. THIS REQUIRE-MENT IS TO FACILITATE THE SHAREHOLDERS OF WABCO INDIA LIM-ITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OPEN OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINAN-CIAL SOUNDNESS OF THE ACQUIRER, THE PACS OR THE TARGET COM-PANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EX-PRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UN-DERSTOOD THAT WHILE THE ACQUIRER AND THE PACS ARE PRIMARI-LY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE MER-CHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER AND THE PACS DULY DISCHARGE THEIR RESPON-SIBILITIES ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PUR-POSE, THE MERCHANT BANKER, J.P. MORGAN INDIA PRIVATE LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 10 JUNE 2020 TO SEBI IN ACCORDANCE WITH THE SEBI (SAST) REGULATIONS. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER AND THE PACS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PUR-POSE OF THE OPEN OFFER.
UNITED STATES OF AMERICA
THE OPEN OFFER IS BEING MADE FOR SECURITIES OF AN INDIAN COM-PANY AND PUBLIC SHAREHOLDERS OF THE TARGET COMPANY IN THE U.S. SHOULD BE AWARE THAT THE DISCLOSED DOCUMENTS AND ANY OTHER DOCUMENTS RELATING TO THE OPEN OFFER HAVE BEEN OR WILL BE PREPARED IN ACCORDANCE WITH INDIAN PROCEDURAL AND DISCLOSURE REQUIREMENTS, INCLUDING REQUIREMENTS REGARDING THE OPEN OFFER TIMETABLE AND TIMING OF PAYMENTS, ALL OF WHICH DIFFER FROM THOSE IN THE U.S. ANY FINANCIAL INFORMATION INCLUDED IN THE DISCLOSED DOCUMENTS OR IN ANY OTHER DOCU-MENTS RELATING TO THE OPEN OFFER HAS BEEN OR WILL BE PRE-PARED IN ACCORDANCE WITH NON-U.S. ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF COM-PANIES IN THE U.S. OR OTHER COMPANIES WHOSE FINANCIAL STATE-MENTS ARE PREPARED IN ACCORDANCE WITH U.S. GENERALLY AC-CEPTED ACCOUNTING PRINCIPLES.
THE RECEIPT OF CASH PURSUANT TO THE OPEN OFFER BY A PUBLIC SHAREHOLDER OF THE TARGET COMPANY MAY BE A TAXABLE TRANS-ACTION FOR U.S. FEDERAL INCOME TAX PURPOSES AND UNDER APPLI-CABLE U.S. STATE AND LOCAL, AS WELL AS FOREIGN AND OTHER, TAX LAWS. EACH PUBLIC SHAREHOLDER OF THE TARGET COMPANY IS URGED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER IMME-DIATELY REGARDING THE TAX CONSEQUENCES OF ACCEPTING THE OPEN OFFER.
IT MAY BE DIFFICULT FOR U.S. HOLDERS OF EQUITY SHARES TO EN-FORCE THEIR RIGHTS AND ANY CLAIMS THEY MAY HAVE ARISING UN-DER THE U.S. FEDERAL SECURITIES LAWS IN CONNECTION WITH THE OPEN OFFER, SINCE THE TARGET COMPANY, THE ACQUIRER AND THE PACS ARE INCORPORATED IN COUNTRIES OTHER THAN THE U.S., AND SOME OR ALL OF THEIR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF COUNTRIES OTHER THAN THE U.S. U.S. HOLDERS OF EQUITY SHARES IN THE TARGET COMPANY MAY NOT BE ABLE TO SUE THE TARGET COMPANY, THE ACQUIRER, THE PACS OR THEIR RESPECTIVE OFFICERS OR DIRECTORS IN A NON-U.S. COURT FOR VIOLATIONS OF U.S. SECURI-TIES LAWS. FURTHER, IT MAY BE DIFFICULT TO COMPEL THE TARGET COMPANY, THE ACQUIRER, THE PACS OR THEIR RESPECTIVE AFFILI-ATES TO SUBJECT THEMSELVES TO THE JURISDICTION OR JUDGMENT OF A U.S. COURT.
NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OPEN OFFER OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THE DISCLOSED DOCUMENTS. ANY REPRESENTA-TION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE U.S.
IN THE UNITED KINGDOM, THE LETTER OF OFFER TOGETHER WITH THE DETAILED PUBLIC STATEMENT, THE DPS CORRIGENDUM AND THE PUBLIC ANNOUNCEMENT IN CONNECTION WITH THE OPEN OFFER SHALL BE DISTRIBUTED ONLY TO, AND ARE DIRECTED ONLY AT, PER-SONS WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DIS-TRIBUTE THEM, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”. THE LETTER OF OFFER TOGETHER WITH THE DETAILED PUBLIC STATEMENT, THE DPS CORRIGENDUM AND THE PUBLIC ANNOUNCEMENT IN CONNECTION WITH THE OPEN OFFER AND THEIR CONTENTS ARE CONFIDENTIAL AND SHOULD NOT BE DISTRIB-UTED, PUBLISHED OR REPRODUCED (IN WHOLE OR IN PART) OR DIS-CLOSED BY ANY RECIPIENTS TO ANY OTHER PERSON IN THE UNITED KINGDOM, AND ANY PERSON IN THE UNITED KINGDOM THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THEM.
THE LETTER OF OFFER TOGETHER WITH THE DETAILED PUBLIC STATEMENT, THE DPS CORRIGENDUM AND THE PUBLIC ANNOUNCE-MENT IN CONNECTION WITH THE OPEN OFFER, HAVE BEEN PREPARED FOR THE PURPOSES OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OF INDIA, INCLUDING THE SEBI ACT AND THE SEBI (SAST) REGULATIONS, AND HAVE NOT BEEN REGISTERED OR APPROVED UNDER ANY LAWS OR REGULATIONS OF ANY COUNTRY OUTSIDE OF IN-DIA. THE DISCLOSURES IN THE LETTER OF OFFER AND THE OPEN OFFER PARTICULARS INCLUDING BUT NOT LIMITED TO THE OFFER PRICE, OF-FER SIZE AND PROCEDURES FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER ARE GOVERNED BY SEBI (SAST) REGULATIONS, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS OF INDIA, THE PROVI-SIONS OF WHICH MAY BE DIFFERENT FROM THOSE OF ANY JURISDIC-TION OTHER THAN INDIA. ACCORDINGLY, THE INFORMATION DIS-CLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THE DISCLOSED DOCUMENTS HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDIC-TION OUTSIDE OF INDIA. THE INFORMATION CONTAINED IN THE DIS-CLOSED DOCUMENTS IS AS OF THE DATE OF THE RELEVANT DISCLOSED DOCUMENT. THE ACQUIRER, PACS, THE MANAGER TO THE OPEN OFFER AND ANY DEEMED PERSONS ACTING IN CONCERT WITH THE ACQUIRER ARE UNDER NO OBLIGATION TO UPDATE THE INFORMATION CON-TAINED HEREIN AT ANY TIME AFTER THE DATE OF THE RELEVANT DISCLOSED DOCUMENT.
NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT THIS OPEN OFFER IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. THE LETTER OF OFFER SHALL BE DISPATCHED TO ALL PUB-LIC SHAREHOLDERS HOLDING THE EQUITY SHARES WHOSE NAMES AP-PEAR IN THE RECORDS OF DEPOSITORIES, AT THEIR STATED ADDRESS, AS OF 30 JULY 2020. HOWEVER, RECEIPT OF THE LETTER OF OFFER BY ANY PUBLIC SHAREHOLDER IN A JURISDICTION IN WHICH IT WOULD BE ILLEGAL TO MAKE THIS OPEN OFFER, OR WHERE MAKING THIS OPEN OFFER WOULD REQUIRE ANY ACTION TO BE TAKEN (INCLUDING, BUT NOT RESTRICTED TO, REGISTRATION OF THE LETTER OF OFFER UNDER ANY LOCAL SECURITIES LAWS OF SUCH JURISDICTION), SHALL NOT BE TREATED BY SUCH PUBLIC SHAREHOLDER AS AN OPEN OFFER BEING MADE TO THEM AND SHALL BE CONSTRUED BY THEM AS BEING SENT FOR INFORMATION PURPOSES ONLY.
PERSONS IN POSSESSION OF THE LETTER OF OFFER ARE REQUIRED TO INFORM THEMSELVES OF ANY RELEVANT RESTRICTIONS IN THEIR RE-SPECTIVE JURISDICTIONS. ANY PUBLIC SHAREHOLDER WHO TENDERS HIS, HER OR ITS EQUITY SHARES IN THIS OPEN OFFER SHALL BE DEEMED TO HAVE DECLARED, REPRESENTED, WARRANTED AND AGREED THAT HE, SHE OR IT IS AUTHORISED UNDER THE PROVISIONS OF ANY APPLICABLE LOCAL LAWS, RULES, REGULATIONS AND STAT-UTES TO PARTICIPATE IN THIS OPEN OFFER.