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Danfoss A/S
("Danfoss") and Sauer-Danfoss Inc.
SHS today jointly announced a
definitive merger agreement for Danfoss to acquire the 24.4% of Sauer-Danfoss
common shares not already owned by Danfoss and its affiliates for $58.50 per
share in cash. The $58.50 per share price represents a 48.6% premium to the
closing price of Sauer-Danfoss shares on November 27, 2012, the day prior to
the announcement of the Danfoss proposal, a 19.4% increase from the $49.00 per
share proposal made by Danfoss on November 28, 2012 and a 5.3% premium to the
highest trading price of Sauer-Danfoss shares for the 52-week period prior to
the announcement of the Danfoss proposal. 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.
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