Grundläggande statistik
| LEI | 254900RES6SZ4APB0369 |
| CIK | 865754 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sauer Danfoss Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| April 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-14097 SAUER-DANFOSS INC. (Exact name of registrant as specified in its c |
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| April 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 17, 2013 Date of earliest event reported: April 12, 2013 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware 1-14097 36-3482074 (State or other jurisdiction (Commission File Number |
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| April 17, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAUER-DANFOSS INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAUER-DANFOSS INC. FIRST: The name of this corporation shall be: Sauer-Danfoss Inc. (the “Corporation”) SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and its registered agent at such address is CORPORATION SERVICE CO |
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| April 17, 2013 |
SAUER-DANFOSS INC. (a Delaware corporation) ARTICLE I OFFICES Exhibit 3.2 BY-LAWS OF SAUER-DANFOSS INC. (a Delaware corporation) ARTICLE I OFFICES The registered office of SAUER-DANFOSS INC. (the “Corporation”) shall be located in Wilmington, Delaware. The Corporation shall have offices at such places within or without the State of Delaware as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corpo |
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| April 16, 2013 |
As filed with the Securities and Exchange Commission on April 16, 2013 Registration No. |
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| April 16, 2013 |
As filed with the Securities and Exchange Commission on April 16, 2013 Registration No. |
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| April 16, 2013 |
As filed with the Securities and Exchange Commission on April 16, 2013 Registration No. |
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| April 15, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 26, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 12, 2013 |
Danfoss Successfully Completes Sauer-Danfoss Tender Offer; Acquisition Expected to Close Later Today EX-99.(A)(5)(IX) 2 a13-742716ex99da5ix.htm EX-99.(A)(5)(IX) Exhibit 99.(a)(5)(ix) Danfoss Successfully Completes Sauer-Danfoss Tender Offer; Acquisition Expected to Close Later Today Nordborg, Denmark, April 12, 2013 — Danfoss A/S announced today that its tender offer to purchase all the issued and outstanding shares of Sauer-Danfoss Inc. (NYSE: SHS) not already owned by Danfoss for $58.50 per sha |
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| April 12, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) SAUER-DANFOSS INC. (Name of Subject Company) DANFOSS ACQUISITION, INC. a wholly owned subsidiary of DANFOSS A/S (Names of Filing Persons (offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securiti |
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| April 12, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) SAUER-DANFOSS INC. (Name of Subject Company) SAUER-DANFOSS INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804137107 (CUSIP Number o |
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| April 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 6) Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of S |
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| April 11, 2013 |
EX-99.(C)(2) 2 a13-742715ex99dc2.htm EX-99.(C)(2) Exhibit (c)(2) Danfoss Discussion Materials Strictly Private and Confidential November 26th, 2012 Citi Corporate and Investment Banking Draft Table of Contents 1. Executive Summary 1 2. Process Considerations 8 3. Valuation Considerations 22 Appendix A. Citi Qualifications & Team 34 B. Sauer-Danfoss Board of Directors 37 C. Select Case Studies 38 D |
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| April 11, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) SAUER-DANFOSS INC. (Name of Subject Company) DANFOSS ACQUISITION, INC. a wholly owned subsidiary of DANFOSS A/S (Names of Filing Persons (offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securiti |
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| April 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 5) Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of S |
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| April 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 4) Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of S |
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| April 10, 2013 |
PRESENTATION TO THE SPECIAL COMMITTEE 1 3 D E C E M B E R 2 0 1 2 CON F I D ENT I A L Exhibit 99.(c)(7) PRESENTATION TO THE SPECIAL COMMITTEE 1 3 D E C E M B E R 2 0 1 2 CON F I D ENT I A L Disclaimer The information herein has been prepared by Lazard Frères & Co. LLC (“Lazard”) solely based upon information supplied by you (the “Company”) and information that is publicly available. Portions of the information herein may be based upon certain statements, estimates and forecasts pro |
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| April 4, 2013 |
Lazard DISCUSSION MATERIALS 18 JANUARY 2013 CONFIDENTIAL Sauer Danfoss WORKING DRAFT EX-99.(C)(3) 2 a13-75764ex99dc3.htm EX-99.(C)(3) Exhibit (c)(3) Lazard DISCUSSION MATERIALS 18 JANUARY 2013 CONFIDENTIAL Sauer Danfoss WORKING DRAFT Lazard Sauer Danfoss.Introduction 1 CONFIDENTIAL .Work completed to date: .12/21/12: Lazard diligence request list sent to Management .Requested diligence included 2012 results, financial forecast (5 years) and key assumptions (including on growth and |
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| April 4, 2013 |
SPECIAL COMMITTEE CASE 24 JANUARY 2013 CONFIDENTIAL Exhibit (c)(5) SPECIAL COMMITTEE CASE 24 JANUARY 2013 CONFIDENTIAL Base Case Forecast: Key Assumptions 1 CONFIDENTIAL . |
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| April 4, 2013 |
MANAGEMENT FORECAST : SCENARIO ANALYSIS 24 JANUARY 2013 CONFIDENTIAL WORKING DRAFT EX-99.(C)(4) 3 a13-75764ex99dc4.htm EX-99.(C)(4) Exhibit (c)(4) MANAGEMENT FORECAST : SCENARIO ANALYSIS 24 JANUARY 2013 CONFIDENTIAL WORKING DRAFT Scenarios to Management Forecast ($ in millions) DESCRIPTION SALES CAGR 2017E EBITDA MANAGEMENT FORECAST 7.6% $527 MARKET GROWTH Geographic segments growth reduced to market growth rate Reflects growth from increasing hydraulics content per machine Assu |
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| April 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of S |
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| April 4, 2013 |
PRESENTATION TO THE SPECIAL COMMITTEE 30 JANUARY 2013 CONFIDENTIAL WORKING DRAFT Exhibit (c)(6) PRESENTATION TO THE SPECIAL COMMITTEE 30 JANUARY 2013 CONFIDENTIAL WORKING DRAFT Table of Contents CONFIDENTIAL I INTRODUCTION 1 II SAUER-DANFOSS: SITUATION OVERVIEW 6 III FINANCIAL ANALYSIS 15 IV ADDITIONAL STRATEGIC ALTERNATIVES 24 V PROPOSED NEXT STEPS 28 APPENDIX A Valuation Supporting Materials 29 B Danfoss A/S Overview 34 I Introduction I INTRODUCTION Introduction Work completed to date: 12/21/12: Lazard diligence request list sent to Management Requested diligence included 2012 results, financial forecast (5 years) and key assumptions – (including on growth and margins), and recent documents (e. |
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| April 4, 2013 |
601 Lexington Avenue New York, New York 10022 Thomas W. Christopher To Call Writer Directly: (212) 446-4790 [email protected] (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 April 4, 2013 VIA EDGAR Christina Chalk Senior Special Counsel Division of Corporation Finance — Office of Merger & Acquisitions U.S. Securities & Exchange Commission 100 F. Street, N.E. Washington, D.C |
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| April 4, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) SAUER-DANFOSS INC. (Name of Subject Company) DANFOSS ACQUISITION, INC. a wholly owned subsidiary of DANFOSS A/S (Names of Filing Persons (offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securiti |
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| April 4, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) SAUER-DANFOSS INC. (Name of Subject Company) SAUER-DANFOSS INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804137107 (CUSIP Number o |
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| March 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 2) Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of S |
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| March 25, 2013 |
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE Exhibit (a)(5)(viii) EFiled: Mar 21 2013 05:16PM EDT Transaction ID 51259580 Case No. |
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| March 25, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) SAUER-DANFOSS INC. (Name of Subject Company) DANFOSS ACQUISITION, INC. a wholly owned subsidiary of DANFOSS A/S (Names of Filing Persons (offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securiti |
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| March 25, 2013 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(vii) EFiled: Mar 21 2013 12:25PM EDT Transaction ID 51254157 Case No. |
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| March 25, 2013 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(vi) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. DAVID SCHACHER, individually and on ) behalf of all others similarly situated, ) ) Plaintiff, ) C.A. No. 8396-VCL ) v. ) ) JØRGEN M. CLAUSEN, NIELS ) B. CHRISTIANSEN, ERIC ALSTROM, ) KIM FAUSING, RICHARD J. FREELAND, ) PER HAVE, WILLIAM E. HOOVER, JR., ) JOHANNES F. KIRCHHOFF, ) ANDERS STAHLSCHMIDT, STEVEN ) H. WOOD, DANFOSS A |
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| March 25, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) SAUER-DANFOSS INC. (Name of Subject Company) SAUER-DANFOSS INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804137107 (CUSIP Number o |
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| March 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of S |
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| March 21, 2013 |
SC 14D9/A 1 a13-75197sc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) SAUER-DANFOSS INC. (Name of Subject Company) SAUER-DANFOSS INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Cla |
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| March 21, 2013 |
EX-99.(A)(1)(K) 2 a13-75197ex99da1k.htm EX-99.(A)(1)(K) Exhibit (a)(1)(K) Danfoss Tender Offer – Frequently Asked Questions (FAQs) On November 28, 2012 Danfoss announced its intention to commence a cash tender offer for all shares held by the public minority shareholders of Sauer-Danfoss Inc. On March 15, 2013, Danfoss launched the tender offer to purchase all of the outstanding shares of Sauer-Da |
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| March 15, 2013 |
Employment Contract zwischen / between SAUER-DANFOSS GMBH & CO. OHG und / and HERRN THOMAS KAISER Exhibit (e)(11) ANSTELLUNGSVERTRAG Employment Contract zwischen / between SAUER-DANFOSS GMBH & CO. |
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| March 15, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(vi) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(J) Sauer-Danfoss Employees' Savings Plan Impact of Agreement and Plan of Merger And Tender Offer on Sauer-Danfoss Inc. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2013 |
SHS / Sauer Danfoss Inc / DANFOSS ACQUISITION INC - SC TO-T QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2013 |
Danfoss Commences Cash Tender Offer for Sauer-Danfoss Shares It Does Not Already Own Exhibit (a)(5)(iv) Danfoss Commences Cash Tender Offer for Sauer-Danfoss Shares It Does Not Already Own Nordborg, Denmark, March 15, 2013 — Danfoss A/S announced today that its wholly owned subsidiary, Danfoss Acquisition, Inc. |
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| March 15, 2013 |
Exhibit (c)(1) Sauer-Danfoss Preliminary Valuation Analysis Strictly Private and Confidential February 11, 2013 Citi Corporate and Investment Banking Draft Preliminary Draft - Confidential Historical Stock Price Performance 03/02/11: Announced Q4 earnings of $2. |
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| March 15, 2013 |
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(vi) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
Exhibit (c)(1) Sauer-Danfoss Preliminary Valuation Analysis Strictly Private and Confidential February 11, 2013 Citi Corporate and Investment Banking Draft Preliminary Draft - Confidential Historical Stock Price Performance 03/02/11: Announced Q4 earnings of $2. |
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| March 15, 2013 |
28 FEBRUARY 2013 CONFIDENTIAL PRESENTATION TO THE SPECIAL COMMITTEE Exhibit (c)(2) 28 FEBRUARY 2013 CONFIDENTIAL PRESENTATION TO THE SPECIAL COMMITTEE CONFIDENTIAL Disclaimer The information herein has been prepared by Lazard based upon information supplied by Sauer-Danfoss (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company and the Special Committee of the Board of Directors of the Company (the "Special Committee") with respect to the anticipated future performance of the Company. |
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| March 15, 2013 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(v) EFiled: Mar 08 2013 05:26PM EST Transaction ID 50003748 Case No. |
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| March 15, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
EX-99.(A)(1)(VII) 8 a2213660zex-99a1vii.htm EX-99.(A)(1)(VII) Exhibit (a)(1)(vii) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated March 15, 2013, and the related Letter of Transmittal and any amendments or supplements thereto. The Purchaser (as defined bel |
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| March 15, 2013 |
Danfoss Commences Cash Tender Offer for Sauer-Danfoss Shares It Does Not Already Own Exhibit (a)(5)(iv) Danfoss Commences Cash Tender Offer for Sauer-Danfoss Shares It Does Not Already Own Nordborg, Denmark, March 15, 2013 — Danfoss A/S announced today that its wholly owned subsidiary, Danfoss Acquisition, Inc. |
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| March 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Sauer-Danfoss Inc. (Name of the Issuer) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of Securities) Kenneth |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(H) March 15, 2013 Dear Sauer-Danfoss Stockholders: As previously disclosed, Sauer-Danfoss Inc. |
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| March 15, 2013 |
EX-99.(A)(1)(II) 3 a2213660zex-99a1ii.htm EX-99(A)(1)(II) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Sauer-Danfoss Inc. Pursuant to the Offer to Purchase dated March 15, 2013 by Danfoss Acquisition, Inc. a wholly owned subsidiary of Da |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(I) PARTICIPANT NAME ADDRESS LINE 1 CITY STATE ZIP IMMEDIATE ATTENTION REQUIRED March 15, 2013 Re: Sauer-Danfoss Employees' Savings Plan Dear Plan Participant: Our records reflect that, as a participant in the Sauer-Danfoss Employees' Savings Plan (the "Plan"), a portion of your individual account is invested in the Sauer-Danfoss Inc. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iv) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
EX-99.(A)(1)(VII) 8 a2213660zex-99a1vii.htm EX-99.(A)(1)(VII) Exhibit (a)(1)(vii) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated March 15, 2013, and the related Letter of Transmittal and any amendments or supplements thereto. The Purchaser (as defined bel |
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| March 15, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iv) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Sauer-Danfoss Inc. |
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| March 15, 2013 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.(A)(5)(V) 10 a2213660zex-99a5v.htm EX-99.(A)(5)(V) Exhibit (a)(5)(v) EFiled: Mar 08 2013 05:26PM EST Transaction ID 50003748 Case No. 8396- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. DAVID SCHACHER, individually and on ) behalf of all others similarly situated, ) ) Plaintiff, ) C.A. No.: ) v. ) ) JØRGEN M. CLAUSEN, NIELS ) B. CHRISTIANSEN, ERIC ALSTROM, ) KIM FAUSING, RICHARD J. FR |
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| March 8, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SAUER-DANFOSS INC. (Name of Subject Company) SAUER-DANFOSS INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of Secur |
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| March 5, 2013 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among DANFOSS A/S, DANFOSS ACQUISITION, INC. and SAUER-DANFOSS INC. Dated as of March 1, 2013 TABLE OF CONTENTS Page TABLE OF CONTENTS ARTICLE 1 THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Schedule 13E-3 6 Section 1.4 The Merger 7 Section 1.5 Effects of the Merger 7 Section 1.6 Closing 8 Sectio |
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| March 5, 2013 |
Exhibit 99.1 Danfoss A/S Contact: Sauer-Danfoss Contact: Bob Marese Bryan Locke/Carissa Ramirez MacKenzie Partners, Inc. Sard Verbinnen & Co (212) 929-5500 (312) 895-4700 Danfoss A/S and Sauer-Danfoss Sign Definitive Merger Agreement Danfoss A/S To Acquire Remainder Of Sauer-Danfoss For $58.50 Per Share In Cash Danfoss To Commence Tender Offer For 24.4% Of Sauer-Danfoss It Does Not Already Own Sau |
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| March 5, 2013 |
8-K 1 a13-656418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 5, 2013 Date of earliest event reported: March 1, 2013 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware 1-14097 36-3482074 (State or other jurisdiction |
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| March 1, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAUER-DANFOSS INC. (Name of Subject Company) DANFOSS A/S DANFOSS ACQUISITION, INC. (Name of Filing Persons (offerors)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of Secur |
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| March 1, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SAUER-DANFOSS INC. (Name of Subject Company) SAUER-DANFOSS INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of Secur |
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| February 21, 2013 |
EXHIBIT 10.1ak FIRST AMENDMENT TO THE SAUER-DANFOSS INC. FINAL AVERAGE PAY SUPPLEMENTAL RETIREMENT BENEFIT PLAN (as Amended and Restated Effective January 1, 2008) WHEREAS, Sauer-Danfoss Inc., a Delaware corporation (the “Company”), maintains the Sauer-Danfoss Inc. Final Average Pay Supplemental Retirement Benefit Plan, as amended and restated effective January 1, 2008 (the “Plan”); and WHEREAS, t |
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| February 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 COMMISSION FILE NUMBER: 1-14097 SAUER-DANFOSS INC. |
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| February 21, 2013 |
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT FEBRUARY 2013 Sauer-Danfoss Inc. Jurisdiction of Formation Business Purpose Sauer-Danfoss (US) Company Delaware Manufacturing & Sales Hydro-Gear, Inc. Delaware Holding Company Hydro-Gear Limited Partnership Illinois Manufacturing & Sales Sauer-Danfoss-Daikin Pty Ltd. Australia Sales Sauer-Danfoss BVBA Belgium Sales Hydro-Gear Europe BVBA Belgium Sales Saue |
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| February 21, 2013 |
EXHIBIT 10.1af SECOND AMENDMENT TO THE SAUER-DANFOSS INC. 409A DEFERRED COMPENSATION PLAN FOR SELECTED EMPLOYEES AND US NONEMPLOYEE DIRECTORS (as Amended and Restated Effective January 1, 2008) WHEREAS, Sauer-Danfoss Inc., a Delaware corporation (the “Company”), maintains the Sauer-Danfoss Inc. 409A Deferred Compensation Plan for Selected Employees and US Nonemployee Directors, as amended and rest |
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| February 21, 2013 |
EXHIBIT 10.1b LEASE AGREEMENT THIS LEASE AGREEMENT is entered into as of the 30th day of October, 2012, between DAIKIN INDUSTRIES, LTD., a Japanese corporation having its principal office at Umeda Center Bldg., 4-12, Nakazaki-Nishi 2-chome, Kita-ku, Osaka 530-8323 (“Landlord”) and DAIKIN-SAUER-DANFOSS MANUFACTURING LTD., a Japanese corporation having its principal office at 1-1 Nishi-Hitotsuya, Se |
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| February 21, 2013 |
EXHIBIT 10.1ae FIRST AMENDMENT TO THE SAUER-DANFOSS, INC. 409A DEFERRED COMPENSATION PLAN FOR SELECTED EMPLOYEES AND US NONEMPLOYEE DIRECTORS (as Amended and Restated Effective January 1, 2008) WHEREAS, Sauer-Danfoss Inc., a Delaware corporation (the “Company”), maintains the Sauer-Danfoss Inc. 409A Deferred Compensation Plan for Selected Employees and US Nonemployee Directors, as amended and rest |
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| February 21, 2013 |
EXHIBIT 10.1ac FIRST AMENDMENT TO THE SAUER-DANFOSS INC. SUPPLEMENTAL EXECUTIVE SAVINGS & RETIREMENT PLAN (as Amended and Restated Effective January 1, 2008) WHEREAS, Sauer-Danfoss Inc., a Delaware corporation (the “Company”), maintains the Sauer-Danfoss Inc. Supplemental Executive Savings & Retirement Plan, as amended and restated effective January 1, 2008 (the “Plan”); and WHEREAS, the Company d |
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| February 21, 2013 |
SECOND AMENDED AND RESTATED MANUFACTURING JOINT VENTURE AGREEMENT EXHIBIT 10.1an SECOND AMENDED AND RESTATED MANUFACTURING JOINT VENTURE AGREEMENT SECOND AMENDED AND RESTATED MANUFACTURING JOINT VENTURE AGREEMENT This SECOND AMENDED AND RESTATED MANUFACTURING JOINT VENTURE AGREEMENT (this “Agreement”) is entered into as of the 30th day of October, 2012, between SAUER‑DANFOSS INC., a Delaware corporation (“Sauer‑Danfoss”) and DAIKIN INDUSTRIES, LTD., a Japanese c |
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| February 20, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 20, 2013 Date of Earliest Event Reported: February 20, 2013 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commissio |
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| February 20, 2013 |
Exhibit 99.1 FEBRUARY 20, 2013 SAUER-DANFOSS INC. REPORTS FOURTH QUARTER 2012 RESULTS • Revenues Down, Reflecting Continued Weak Markets • Operating Income Increases, Reflecting Strong Control of Costs • Strong Cash Flow • Initial Outlook for 2013 AMES, Iowa, USA, February 20, 2013 - Sauer-Danfoss Inc. (NYSE: SHS) today announced its financial results for the fourth quarter ended December 31, 2012 |
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| December 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9C Rule 14d-101 Solicitation/Recommendation Statement Under Section 14(d)(4) Of The Securities Exchange Act of 1934 (Amendment No. ) Sauer-Danfoss Inc. (Name of Subject Company) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 ( |
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| December 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 11, 2012 Date of Earliest Event Reported: December 6, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission |
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| November 29, 2012 |
Exhibit (a)(1) NOVEMBER 28, 2012 SAUER-DANFOSS INC. CONFIRMS RECEIPT OF NOTICE FROM DANFOSS A/S REGARDING ITS INTENTION TO COMMENCE TENDER OFFER · Stockholders Advised to Take No Action Pending Review by Special Committee of Board of Directors of Sauer-Danfoss AMES, Iowa, USA, November 28, 2012 — Sauer-Danfoss Inc. (NYSE: SHS) today confirmed that it has received notice from Danfoss A/S of its int |
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| November 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9C Rule 14d-101 Solicitation/Recommendation Statement Under Section 14(d)(4) Of The Securities Exchange Act of 1934 (Amendment No. ) Sauer-Danfoss Inc. (Name of Subject Company) Sauer-Danfoss Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 804 137 107 ( |
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| November 29, 2012 |
DANFOSS PROPOSES TO ACQUIRE SHARES OF SAUER-DANFOSS IT DOES NOT CURRENTLY OWN AT $49.00 PER SHARE Exhibit (a)(2) November 28, 2012 Global Announcement Danfoss A/S to launch cash tender offer to acquire remaining public minority stake in Sauer-Danfoss Inc. |
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| November 28, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAUER-DANFOSS INC. (Name of Subject Company) DANFOSS A/S DANFOSS ACQUISITION, INC. (Name of Filing Persons (offerors)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 804 137 107 (CUSIP Number of Class of Secur |
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| November 28, 2012 |
SHS / Sauer Danfoss Inc / DANFOSS A/S Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Amendment No. |
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| November 28, 2012 |
November 28, 2012 [DANFOSS LOGO] Board of Directors Sauer-Danfoss Inc. 2800 East 13th Street Ames, Iowa Dear Members of the Board: I am writing to confirm the exciting new proposal that we described at today’s meeting of the Board of Directors. Danfoss proposes to acquire all the remaining shares of Sauer-Danfoss it does not currently own at a price of $49.00 per share in cash. We believe this pro |
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| November 28, 2012 |
[DANFOSS LOGO] PRESS RELEASE November 28, 2012 DANFOSS PROPOSES TO ACQUIRE SHARES OF SAUER-DANFOSS IT DOES NOT CURRENTLY OWN AT $49. |
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| October 31, 2012 |
Entry into a Material Definitive Agreement - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 31, 2012 Date of Earliest Event Reported: October 30, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission |
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| October 25, 2012 |
Employment Contract between Sauer-Danfoss GmbH & Co. OHG, Krokamp 35, 24539 Neumünster, Germany hereinafter referred to as "Employer" and Eric Alström Bekscher Berg 21, 33100 Paderborn, Germany Hereinafter referred to as “Employee” 1) Duties and Area of Work a) Employee shall commence his activities for the Employer on September 10, 2012. Within his work Employee is President and Chief Executive O |
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| October 25, 2012 |
Separation Agreement and General Release Separation Agreement and General Release Between 1. Sauer-Danfoss GmbH & Co. OHG - hereinafter referred to as "Company" - 2. Sauer-Danfoss, Inc. - hereinafter referred to as "Sauer-Danfoss" and Sven Ruder - hereinafter referred to as "Employee" - Preamble The Company, Sauer-Danfoss and the Employee mutually wish to confirm the terms of Employee's separation from employment and to settle, release a |
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| October 25, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-14097 SAUER-DANFOSS INC. |
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| October 24, 2012 |
Exhibit 99.1 OCTOBER 24, 2012 SAUER-DANFOSS INC. REPORTS THIRD QUARTER 2012 RESULTS • Revenues and Earnings Down, Reflecting Declining Markets • Maintaining High Operating Margins • Strong Cash Flow; $20 Million Prepayment on Danfoss Loan • Outlook Range Narrowed for 2012 AMES, Iowa, USA, October 24, 2012 - Sauer-Danfoss Inc. (NYSE: SHS) today announced its financial results for the third quarter |
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| October 24, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 24, 2012 Date of Earliest Event Reported: October 24, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission |
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| September 5, 2012 |
- SVEN RUDER SEPARATION AGREEMENT 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 5, 2012 Date of Earliest Event Reported: August 29, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission |
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| September 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 5, 2012 Date of Earliest Event Reported: August 30, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission |
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| August 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 30, 2012 Date of Earliest Event Reported: August 27, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission Fi |
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| August 30, 2012 |
SAUER-DANFOSS INC. APPOINTS NEW PRESIDENT AND CEO 1 SAUER-DANFOSS INC. APPOINTS NEW PRESIDENT AND CEO • Eric Alström Appointed President, Chief Executive Officer and Director effective October 5, 2012 • Sven Ruder Announces Resignation AMES, Iowa, USA, August 30, 2012 – Sauer-Danfoss Inc. (NYSE: SHS) today announced that Eric Alström has been appointed to the position of President, Chief Executive Officer and Director, effective October 5, 2012. |
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| August 2, 2012 |
Quarterly Report - SHS 2012 Q2 10-Q 10-Q 1 shs-2012xq2x10q.htm SHS 2012 Q2 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition |
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| August 1, 2012 |
Exhibit 99.1 AUGUST 1, 2012 SAUER-DANFOSS INC. REPORTS SECOND QUARTER 2012 RESULTS • Revenues Down due to Slowing Markets; Earnings Lower • Continued High Operating Margins • Strong Cash Flow • Outlook Lowered for 2012 AMES, Iowa, USA, August 1, 2012 - Sauer-Danfoss Inc. (NYSE: SHS) today announced its financial results for the second quarter ended June 30, 2012. Second Quarter Review Net sales fo |
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| August 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 1, 2012 Date of Earliest Event Reported: August 1, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission File |
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| June 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-14097 A. |
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| June 22, 2012 |
As filed with the Securities and Exchange Commission on June 22, 2012 Registration No. |
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| June 7, 2012 |
Quarterly Report - FORM 10-Q/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. |
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| June 6, 2012 |
Submission of Matters to a Vote of Security Holders - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 6, 2012 Date of Earliest Event Reported: June 6, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission File Num |
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| May 3, 2012 |
Quarterly Report - SHS 2012 Q1 10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-14097 SAUER-DANFOSS INC. |
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| May 2, 2012 |
Exhibit 99.1 MAY 2, 2012 SAUER-DANFOSS INC. REPORTS FIRST QUARTER 2012 RESULTS • Sales and Earnings Meet Expectations • Strong Cash Flow • Outlook Reaffirmed for 2012 AMES, Iowa, USA, May 2, 2012 - Sauer-Danfoss Inc. (NYSE: SHS) today announced its financial results for the first quarter ended March 31, 2012. First Quarter Review Net sales for the quarter increased 2 percent to $574.0 million, com |
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| May 2, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 2, 2012 Date of Earliest Event Reported: May 2, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission File Numbe |
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| April 27, 2012 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 6, 2012 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 6, 2012 Dear 40l(k) Plan Participant: This letter and the enclosed proxy materials are being sent to you in connection with the 2012 Annual Meeting of Stockholders of Sauer-Danfoss Inc. |
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| April 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin |
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| April 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 23, 2012 Date of Earliest Event Reported: April 18, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commission File |
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| March 1, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 COMMISSION FILE NUMBER: 1-14097 SAUER-DANFOSS INC. |
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| March 1, 2012 |
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT MARCH 2012 Sauer-Danfoss Inc. Jurisdiction of Formation Business Purpose Sauer-Danfoss (US) Company Delaware Manufacturing & Sales Hydro-Gear, Inc. Delaware Holding Company Hydro-Gear Limited Partnership Illinois Manufacturing & Sales TSD Integrated Controls LLC Delaware In Liquidation Sauer-Danfoss-Daikin Pty Ltd. Australia Sales Sauer-Danfoss BVBA Belgiu |
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| February 29, 2012 |
Exhibit 99.1 FEBRUARY 29, 2012 SAUER-DANFOSS INC. REPORTS FOURTH QUARTER 2011 RESULTS • Sales and Earnings Meet Forecast • Sales Growth Slows to 4% • Record Cash Flow for Full Year • Cautious Outlook for 2012 AMES, Iowa, USA, February 29, 2012 - Sauer-Danfoss Inc. (NYSE: SHS) today announced its financial results for the fourth quarter ended December 31, 2011. Fourth Quarter Review Net sales for t |
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| February 29, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - SHS Q4 2011 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 29, 2012 Date of Earliest Event Reported: February 29, 2012 Sauer-Danfoss Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-14097 (Commissio |
