SAF-HOLLAND S.A. / Acquisition/Capital Increase 28.08.2008 Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Pamplona Capital Management guarantees underwriting of new shares Profit and sales increase significantly in first half-year Bessenbach, Germany, August 28, 2008 - SAF-HOLLAND S.A., a leading global supplier of complex, high-quality components and systems for the trailer and truck industry, and Georg Fischer AG, Schaffhausen (Switzerland), have agreed that SAF-HOLLAND will acquire all the capital shares of Georg Fischer Verkehrstechnik GmbH, Singen, a subsidiary of Georg Fischer AG. The acquisition is an important step in SAF-HOLLANDs growth strategy as this move strengthens the Companys position in the European market for fifth wheels and facilitates it to become a significant supplier for this product also of the European truck industry. It will be able to benefit from its experience as a marketleader for fifth wheels in North America. Just 18 months after the merger of SAF and Holland, the Group is now completing its European product range with technologically leading products and expanding its European trailer business via the truck sector. All activities that have been initiated since the combination of the two companies SAF and Holland are developing speedily and smoothly. The transaction will further accelerate SAF-HOLLANDs growth path. 'With the acquisition of Georg Fischer Verkehrstechnik GmbH, we are closing a strategic gap and can thus position ourselves as an international, comprehensive supplier and partner of the truck and trailer industry,' explains Rudi Ludwig, CEO of SAF-HOLLAND S.A. Georg Fischer Verkehrstechnik GmbH, which produces and sells fifth wheels and trilex wheels for the commercial vehicle sector, generated sales in 2007 in excess of EUR 60 million with approximately 80 employees. SAF-HOLLAND is expecting from the transaction an above average positive effect on the overall result for 2009. Thereby SAF-HOLLAND will continue the existing business activities of the Singen-based company. The transaction requires the approval of the merger control authorities. The parties have agreed not to disclose the purchase price. It is planned to finance the acquisition through a mix of funds from borrowings and additional equity. The SAF-HOLLAND S.A. Board of Directors intends to approve a capital increase from the authorised capital of less than 10 percent. SAF-HOLLAND intends to place the new shares with institutional investors and therewith to increase the freefloat. Pamplona Capital Partners, which currently holds more than 34.5 percent of the shares of SAF-HOLLAND S.A., intends to subscribe in a material way to the offering. Additionally they have agreed to provide a guarantee to underwrite all new shares that cannot be placed. 'The Company can now make full use of the opportunities the market offers. This is why we wish to facilitate this transaction for SAF-HOLLAND and have on request of the Board made a guarantee to underwrite any new shares that are not placed,' said Martin Schwab, partner at Pamplona Capital Management. SAF-HOLLAND has boosted its Group sales in the first half of 2008 by 11.3 percent to EUR 458.0 million (previous year: EUR 411.6 million). Adjusted EBIT improved by 23.8 percent to EUR 37.5 million (previous year: EUR 30.3 million). With an adjusted EBIT margin of 8.2 percent, the Company remained within its target range for 2008. Profit improved significantly during the reporting period from EUR 3.1 million to EUR 17.3 million. Despite a currently subdued environment, SAF-HOLLAND still expects to reach the lower bound of its forecasted target range of EUR 900 to 950 million sales and 8.0 to 8.5 percent adjusted EBIT margin for fiscal year 2008. SAF-HOLLAND will release its half-year results on August 29, 2008. Company Profile With more than EUR 800 million in sales and approximately 3,000 employees, SAF-HOLLAND S.A. is one of the worldwide leading manufacturers and suppliers of premium product systems and components primarily for trailers as well as trucks, buses, and recreational vehicles. The product range encompasses axle and suspension systems, fifth wheels, couplers, kingpins, and landing legs. SAF-HOLLAND customers include the majority of large truck and trailer producers all over the world. The products are sold to Original Equipment Manufacturers (OEMs) and Original Equipment Suppliers (OESs) by means of a global service and distribution network and via aftermarket channels directly to the end users and service garages. SAF-HOLLAND has therefore established itself as one of the few manufacturers in its sector that is internationally positioned with an extensive product range and a broad service network. SAF-HOLLAND S.A. has been listed in the Prime Standard of the Frankfurt Stock Exchange since June 2007. DGAP 28.08.2008 --------------------------------------------------------------------------- Language: English Issuer: SAF-HOLLAND S.A. 68-70, boulevard de la Pétrusse L-2320 Luxembourg Luxemburg Phone: +49 6095 301 - 0 Fax: +49 6095 301 - 260 E-mail: info@safholland.de Internet: www.safholland.com ISIN: LU0307018795 WKN: A0MU70 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-News: SAF-HOLLAND S.A.:SAF-HOLLAND acquires subsidiary of Georg Fischer AG and strengthens its market position in the European truck industry
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