UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

ofDate ~~the Securities Exchange Act~~ of ~~1934~~Report: April 17, 2013

Date of ~~Report~~earliest event reported: ~~March~~April 512, 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	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2800 East 13th Street

Ames, Iowa

50010

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (515) 239-6000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 1 Registrant’s~~Item ~~Business~~2.01. ~~and~~Completion ~~Operations~~of Acquisition or Disposition of Assets.

~~Item~~As previously disclosed, on March 1, 2013, Sauer-Danfoss Inc.~~01.~~, ~~Entry~~a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danfoss A/S, a ~~Material~~corporation ~~Definitive~~organized under the laws of Denmark (“Danfoss”), and Danfoss Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Danfoss (“Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the “Offer”) to acquire all shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) that were not already owned by Danfoss and its subsidiaries (other than the Company and its subsidiaries, the “Danfoss Group”) at a purchase price of $58.50 per share in cash, without interest and less any required withholding tax (the “Offer Price”), subject to the terms and conditions set forth in the Offer to Purchase dated March 15, 2013, and the related Letter of Transmittal, each as amended and supplemented from time to time.

OnThe ~~March 1,~~Offer ~~2013,~~and ~~Sauer-Danfoss~~withdrawal ~~Inc.,~~rights aexpired ~~Delaware~~at ~~corporation~~12:00 ~~(the “Company”)~~midnight, ~~entered~~New ~~into~~York anCity ~~Agreement~~time, ~~and~~on ~~Plan~~Thursday, ofApril 11, ~~Merger~~2013. The ~~(the~~Company ~~“Merger~~was ~~Agreement”)~~advised ~~with~~that, ~~Danfoss~~as ~~A/S~~of ~~(“Parent”)~~such time, a ~~corporation~~total ~~organized~~of ~~under~~9,864,864 ~~the~~shares ~~laws~~ of ~~Denmark,~~Company ~~and~~Common ~~Danfoss~~Stock ~~Acquisition, Inc.,~~were avalidly ~~Delaware~~tendered ~~corporation~~ and ~~a wholly~~not ~~owned~~withdrawn ~~subsidiary~~in ofthe ~~Parent~~Offer (~~“Merger~~including ~~Sub”). Upon~~596,877 ~~the~~Shares ~~terms~~tendered ~~and~~by ~~subject~~notice toof ~~the~~guaranteed ~~conditions~~delivery). The total of ~~the~~9,864,864 ~~Merger~~Shares ~~Agreement,~~tendered ~~Merger~~in ~~Sub~~the ~~will~~Offer ~~commence~~represents a ~~tender~~majority ~~offer~~of (the ~~“Offer”)~~shares toof ~~acquire~~Company ~~all~~Common ~~shares~~Stock ofnot ~~common~~owned ~~stock,~~by ~~par~~(i) the ~~value~~Danfoss ~~$0.01~~Group ~~per~~and ~~share~~its affiliates, of(ii) the ~~Company~~officers ~~(“Company~~and ~~Common~~directors ~~Stock”)~~of ~~that~~any ~~are~~member ~~not~~of ~~already~~the ~~owned~~Danfoss byGroup ~~Parent~~or ~~and~~ its ~~subsidiaries~~affiliates ~~(other~~and ~~than~~ (iii) the ~~Company~~officers and ~~its~~directors ~~subsidiaries,~~of the ~~“Danfoss~~Company. ~~Group”)~~The atnumber aof ~~purchase~~shares ~~price~~ of ~~$58.50~~Company ~~per~~Common ~~share~~Stock tendered in ~~cash (~~the “Offer ~~Price”)~~, ~~subject~~together towith ~~any~~the ~~required~~shares ~~withholding~~ of ~~taxes. The~~Company Common Stock already owned by the Danfoss Group, ~~currently~~represents ~~owns~~ approximately 7595.69% of the ~~issued~~outstanding ~~and~~shares ~~outstanding~~of Company Common Stock. Danfoss accepted for payment all validly tendered shares of Company Common Stock.

~~The~~Merger ~~board~~Sub ofcompleted ~~directors~~its acquisition of the Company ~~approved~~through the merger of Merger ~~Agreement~~Sub with and ~~resolved~~into tothe ~~recommend~~Company, ~~that~~with the Company’s ~~stockholders~~continuing ~~tender~~as ~~their~~the ~~shares~~surviving ofcorporation ~~Company~~in ~~Common~~the ~~Stock~~merger ~~pursuant~~and tobecoming ~~the~~a ~~Offer~~wholly-owned ~~and~~subsidiary ~~adopt~~of Danfoss (the “Merger”), ~~Agreement~~in ~~based~~accordance onwith the ~~unanimous~~short-form ~~recommendation~~merger provisions of athe ~~special~~Delaware ~~committee~~General ~~comprised~~Corporation ~~entirely~~Law of(the ~~independent~~“DGCL”). ~~and~~The ~~disinterested~~Merger ~~directors~~became effective (the “~~Special~~Effective ~~Committee~~Time”) on April 12, 2013 at 11:53 a.m., upon the filing by Merger Sub of a certificate of ownership and merger with the Secretary of State of the State of Delaware.

~~Parent~~The ~~and~~total ~~Merger~~cost ~~Sub have agreed~~ to ~~commence~~acquire ~~the~~all ~~Offer~~outstanding ~~as promptly as practicable, but no later than March 15, 2013. Merger Sub’s obligation to purchase the~~ shares of Company Common Stock ~~tendered~~pursuant into the Offer ~~is subject to certain conditions, including the non-waivable condition that the number of shares of Company Common Stock that have been validly tendered~~ and ~~not properly withdrawn would represent at least a majority of~~ the ~~issued~~Merger ~~and~~is ~~outstanding~~approximately ~~shares~~$700 of Company Common Stock, excluding shares of Company Common Stock owned by (i) the Danfoss Group and their affiliates (including Bitten & Mads Clausens Fond, the controlling stockholder of Parent), (ii) the officers and directors of any member of the Danfoss Group or its affiliates and (iii) the officers and directors of the Company (the “Minimum Tender Condition”)million. The ~~term~~source ~~“affiliates”~~ of the ~~Danfoss~~funds ~~Group~~for ~~excludes~~ the ~~Company~~acquisition ~~and its subsidiaries. The Merger Agreement provides that the Offer will initially expire 20 business days following the commencement~~ of the ~~Offer~~Company, ~~subject~~including to ~~certain~~pay ~~extension~~related ~~rights~~fees and ~~obligations set forth in the Merger Agreement~~expenses, was provided ~~that~~by ~~Merger~~Danfoss ~~Sub~~from ~~will~~cash ~~not~~on behand ~~required~~and toborrowings ~~extend~~under ~~the~~Danfoss’ ~~expiration~~existing ~~date~~general ofpurpose ~~the~~revolving ~~Offer~~credit ~~beyond June 30, 2013~~facilities.

~~Following~~The ~~the~~foregoing ~~consummation~~description of the ~~Offer and subject to the terms and conditions set forth in the~~ Merger Agreement, ~~Merger Sub will merge with~~ and ~~into~~related ~~the~~transactions ~~Company~~does ~~(the~~not ~~“Merger”). As~~purport a result of the Merger, each issued and outstanding share of Company Common Stock (other than shares of Company Common Stock held by the Company or owned by Merger Sub, Parent or any wholly owned subsidiary of Parent or of the Company, or held by stockholders who are entitled to ~~demand,~~be ~~and~~complete ~~who properly demand, appraisal of such shares pursuant to,~~ and ~~who complies in all respects with, Section 262 of the Delaware General Corporation Law (the “DGCL”)) that~~ is ~~not~~qualified ~~tendered pursuant to the Offer will be converted into the right to receive an amount~~ in ~~cash~~its ~~equal~~entirety toby ~~the~~reference ~~Offer Price, without interest (the “Merger Consideration”), subject~~ to ~~any required withholding of taxes. Following~~ the ~~effective~~full ~~time~~text of the Merger Agreement, ~~the~~a ~~separate~~copy ~~corporate existence~~ of ~~Merger~~which ~~Sub~~is ~~will~~filed ~~cease, and the Company will continue~~ as ~~the surviving corporation in the Merger~~Exhibit 2. ~~The~~1 ~~closing of the Merger is subject~~ to ~~approval of~~ the ~~Merger by the holders of a majority of the outstanding shares of~~ Company’s ~~Common~~Current ~~Stock;~~Report ~~however,~~on ~~the parties have agreed that if~~Form 8-K, ~~after~~filed ~~the~~with ~~purchase of~~ the ~~shares~~U.S. ofSecurities ~~Company Common Stock tendered in the Offer~~ and ~~after~~Exchange ~~giving~~Commission ~~effect to any shares purchased pursuant to the Top-up~~ (~~as defined below), Parent, Merger Sub and their respective subsidiaries own at least 90% of~~ the ~~outstanding Company Common Stock, then, following the satisfaction or waiver of the other conditions to the closing of the Merger, Parent will effect a~~ “~~short-form~~SEC”) ~~merger~~on ~~pursuant to applicable provisions of the DGCL~~March 5, ~~which~~2013 ~~will~~and ~~not require the consent of the Company’s stockholders. In addition to stockholder approval, to the extent required, the Merger~~ is ~~also~~incorporated ~~conditioned~~herein ~~upon the absence of certain legal restraints and the acceptance of payment~~ by ~~Merger Sub of all the shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer~~reference. ~~The Merger is expected to be consummated in the second quarter of 2013.~~

~~Each~~Item ~~share~~3.01. ofNotice ~~restricted Company Common Stock that remains outstanding and subject to restrictions immediately before the effective time~~ of ~~the~~Delisting ~~Merger~~or ~~and~~Failure ~~was granted~~ to Satisfy a ~~director~~Continued ofListing ~~the~~Rule ~~Company~~or ~~pursuant~~Standard; toTransfer ~~the Company’s incentive plans will terminate and be canceled at the effective time~~ of ~~the Merger and~~Listing.

2On April 12, 2013, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that trading of the Company Common Stock on the NYSE be suspended. As a result of the Merger, the Company no longer meets the numerical listing requirements of the NYSE. On April 15, 2013, NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Company Common Stock. Trading of the Company Common Stock on the NYSE was suspended following the closing of trading on April 12, 2013. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Company Common Stock and the suspension of the Company’s reporting obligations under Section 13 of the Exchange Act.

each holder thereof will be entitled to receive from Parent, Merger Sub or the surviving corporation, and will receive as soon as practicable following the effective time of the Merger, in settlement of each such share, the Merger Consideration, without interest.2

~~The~~Item Company has also granted to Merger Sub an irrevocable right (the “Top-Up”) to purchase a number of shares of Company Common Stock (the “Top-Up Shares”), at a price per share equal to the Offer Price, that would result in the number of shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, together with the number of other shares of Company Common Stock collectively owned by the Danfoss Group, constituting at least one share more than 90% of the number of shares of Company Common Stock then issued and outstanding (the “90% Requirement”)3. The exercise of the Top-Up is subject to certain conditions, including that the number of Top-Up Shares shall not exceed the aggregate of (i) the number of shares of Company Common Stock held as treasury shares by the Company and any subsidiary of the Company plus (ii) the number of shares of Company Common Stock that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding and are unreserved, in each case, as of immediately prior to the exercise of the Top-Up03. ~~Merger~~ ~~Sub~~Material ~~will~~Modification ~~be obligated~~ to ~~exercise~~Rights ~~the Top-Up as soon as reasonably practicable after the closing~~ of ~~the~~Security ~~Offer if at the expiration of the Offer the 90% Requirement is not satisfied~~Holders.

~~Until~~At the ~~effective~~Effective ~~time of the Merger~~Time, ~~the~~each ~~affirmative~~share ~~vote~~ of aCompany ~~majority~~Common ofStock ~~the~~issued ~~members~~and ofoutstanding ~~the~~immediately ~~Special~~prior ~~Committee is required and,~~ to the ~~fullest~~Effective ~~extent permitted by the DGCL~~Time, ~~the~~other ~~Company’s~~than ~~Bylaws, and the resolutions establishing the Special Committee, will be sufficient to~~ (iA) ~~amend,~~shares ~~modify or terminate the Merger Agreement on behalf~~ of ~~the~~ Company orCommon toStock ~~amend~~held orin ~~modify~~the ontreasury ~~behalf~~ of the Company ~~the terms~~ or ~~conditions~~owned ofby ~~the~~Merger ~~Offer~~Sub, orParent ~~the Merger~~ or any ofwholly ~~the~~owned ~~agreements~~subsidiary ~~contemplated~~of byParent or the ~~Merger~~Company, ~~Agreement~~in oreach ~~the~~case ~~other~~immediately ~~transactions~~prior ~~contemplated~~to by the ~~Merger~~Effective ~~Agreement~~Time, and (iiB) ~~exercise or waive~~ any shares of ~~the~~ Company’s ~~rights~~Common orStock ~~remedies~~that ~~(including~~are ~~the~~outstanding ~~granting~~immediately ofprior ~~any~~to ~~consent,~~the ~~agreement~~Effective orTime ~~authorization,~~and orthat ~~making~~are ~~any~~held ~~request)~~by ~~under~~any ~~the~~person ~~Merger~~who ~~Agreement~~is orentitled ~~any~~to ofdemand ~~the~~and ~~agreements~~properly ~~contemplated~~demands byappraisal ~~the~~of ~~Merger~~such ~~Agreement,~~shares ~~(iii) extend~~of ~~the~~Company ~~time~~Common ~~for~~Stock ~~performance~~pursuant ofto, ~~Parent’s~~and orwho ~~Merger~~complies ~~Sub’s~~in ~~obligations~~all ~~under~~respects ~~the~~with, ~~Merger~~Section 262 ~~Agreement~~of orthe ~~any~~DGCL, ofwere ~~the~~canceled ~~agreements~~and ~~contemplated~~converted byinto the ~~Merger~~right ~~Agreement,~~to orreceive ~~(iv) enforce~~in ~~any~~cash ~~obligation~~an ofamount ~~Parent~~per orshare ~~Merger~~equal ~~Sub~~to ~~under~~ the ~~Merger~~Offer ~~Agreement~~Price, orwithout ~~any~~interest ofand ~~the~~less ~~agreements~~any ~~contemplated~~required bywithholding tax (the “Merger ~~Agreement~~Consideration”).

~~The~~At ~~Merger~~the ~~Agreement~~Effective ~~contains representations~~Time, ~~warranties~~ and ~~covenants~~without ofany action on the ~~parties~~part ~~including,~~of ~~among~~any ~~other~~holder ~~things~~thereof, aeach ~~covenant~~restricted byshare granted to non-employee directors of the Company pursuant to ~~operate~~the ~~its~~Sauer ~~business~~Danfoss inInc. ~~the~~2006 ~~ordinary~~Omnibus ~~course~~Incentive Plan (“Restricted Share”) that is outstanding and subject to ~~certain~~restrictions ~~exceptions)~~immediately prior to the Effective Time was terminated and canceled and each holder of a Restricted Share became entitled to receive an amount equal to the Merger Consideration.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~certain~~under ~~termination~~Item rights for Parent and the Company, including the right of either Parent or the Company to terminate the Merger Agreement if Merger Sub does not accept for payment and pays for the shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer in accordance with the terms thereof on or prior to June 30, 20133. ~~Subject~~01 toabove the terms and conditions of the Merger Agreement, in certain circumstances the Special Committee or the board of directors of the Company may withdraw, qualify, modify, change or amend (or propose publicly to withdraw, qualify, modify, change or amend) in a manner adverse to Parent or Merger Sub, the Special Committee’s and the board of directors of the Company’s recommendation in connection with the Offer and the Merger (a “Change in Recommendation”). If a Change in Recommendation is ~~made,~~hereby ~~Parent~~incorporated ~~will~~by ~~have~~reference ~~the~~into ~~right~~this toItem ~~terminate the Merger Agreement within 10 business days after the first date upon which a Change in Recommendation was made~~3.03.

~~The~~Item ~~foregoing~~5.02. ~~description~~Departure of ~~the~~Directors ~~Merger~~or ~~Agreement~~Certain ~~does~~Officers; ~~not~~Election ~~purport~~of toDirectors; beAppointment ~~complete~~of ~~and~~Certain isOfficers; ~~qualified~~Compensatory inArrangements ~~its~~of ~~entirety~~Certain ~~by reference to the Merger Agreement, which is filed as Exhibit 2~~Officers.~~1 hereto and is incorporated herein by reference.~~

~~The~~On ~~Merger Agreement has been provided solely to inform investors of its terms. The Merger Agreement contains representations~~April 12, ~~warranties~~2013 ~~and~~effective ~~covenants,~~upon ~~which were made for~~ the ~~purposes~~consummation of ~~such~~the ~~agreement and as of specific dates~~Merger, ~~were~~each ~~made solely for the benefit~~ of the ~~parties~~following tomembers ~~the Merger Agreement and may be intended not as statements~~ of ~~fact,~~the ~~but~~Company’s ~~rather~~Board ~~as a way~~ of ~~allocating~~Directors ~~risk~~(the to“Board”) ~~one~~resigned offrom the ~~parties~~Board: ifEric ~~those~~Alstrom, ~~statements~~Niels ~~prove~~B. toChristiansen, beJørgen ~~inaccurate~~M. ~~In addition~~Clausen, ~~such~~Kim ~~representations~~Fausing, ~~warranties~~Richard ~~and~~J. Freeland, ~~covenants~~Per ~~may~~Have, beWilliam ~~subject~~E. toHoover, Jr., ~~important~~Johannes ~~qualifications~~F. Kirchhoff, ~~and~~Anders ~~limitations agreed to by the Company~~Stahlschmidt, ~~Parent~~ and ~~Merger~~Steven ~~Sub~~H. in connection with the negotiated terms or with certain disclosures not reflected in the text of the Merger Agreement, may not be accurate or complete as of any specified date or may be subject to a contractualWood.

3Pursuant to the terms of the Merger Agreement, on April 12, 2013, the sole director of Merger Sub immediately prior to the Effective Time, which was Anders Stahlschmidt, became the sole director of the Company following the consummation of the Merger. Later on April 12, 2013, Mr. Christiansen, Mr. Fausing, and Mr. Have were appointed as directors of the Company and Mr. Stahlschmidt resigned as a director of the Company.

~~standard~~Item of5.03. ~~materiality~~Amendment ~~different from those generally applicable~~ to ~~stockholders~~Articles or other investors in the Company. The Company’s stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of ~~the~~Incorporation ~~actual state of facts~~ or ~~conditions~~Bylaws; ofChange ~~the~~in ~~Company,~~Fiscal ~~Parent, Merger Sub or any of their respective subsidiaries or affiliates~~Year.

InPursuant ~~addition~~ to the ~~Danfoss~~Merger ~~Group~~Agreement, ~~owning~~at ~~approximately 75.6% of~~ the ~~issued~~Effective ~~and outstanding shares of Company Common Stock~~Time, the Company’s ~~and~~amended ~~its subsidiaries have entered into various agreements~~ and ~~relationships~~restated ~~with~~certificate ~~the Danfoss Group and certain members~~ of ~~the~~incorporation, ~~board~~as ofin ~~directors~~effect ofimmediately ~~the~~prior ~~Company~~to ~~currently serve or have served as officers of~~ the ~~Danfoss~~Effective ~~Group. These~~Time, ~~agreements~~was amended and ~~relationships~~restated ~~with~~in ~~the~~its ~~Danfoss~~entirety ~~Group~~to ~~and~~conform ~~the~~to ~~relationships~~Exhibit B of ~~certain directors of~~ the ~~Company~~Merger toAgreement (the ~~Danfoss Group are described under the captions~~ “~~Transactions~~New ~~with~~Certificate ~~Related~~of ~~Persons~~Incorporation”). A ~~and~~copy ~~“Item~~of 1the -New ~~Election~~Certificate of ~~Directors”~~Incorporation inof the Company’s ~~proxy~~is ~~statement~~ filed ~~with~~as ~~the~~Exhibit ~~Securities~~3.1 ~~and~~hereto ~~Exchange Commission on April 27, 2012~~ and ~~under~~is Item 13 and Notes 8 and 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2013, which descriptions are incorporated herein by reference.

~~Section~~Pursuant to the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein is Sauer-Danfoss Inc. (the “New Bylaws”). A copy of the New Bylaws of the Company is filed as Exhibit 3 ~~Securities~~.2 hereto and ~~Trading~~is ~~Market~~incorporated herein by reference.

~~Item~~The ~~3.01.~~foregoing ~~Notice~~descriptions of ~~Delisting~~the orNew ~~Failure~~Certificate of Incorporation and New Bylaws of the Company do not purport to ~~Satisfy~~be acomplete ~~Continued~~and ~~Listing~~are ~~Rule~~qualified orin ~~Standard;~~their ~~Transfer~~entirety ofby ~~Listing~~reference to such documents, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference herein.

If the Merger is consummated, the common stock of the Company will be delisted from the New York Stock Exchange and will cease to be registered under the Securities Exchange Act of 1934, as amended.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the Company’s entry into the Merger Agreement, the Company granted to Merger Sub the Top-Up which, under certain circumstances, would permit Merger Sub to purchase a number of shares of Company Common Stock, at a price per share equal to the Offer Price, that would result in the satisfaction of the 90% Requirement. See the disclosures regarding the Top-Up under Item 1.01 above, which disclosures are incorporated herein by reference.

Section 8 Other Events

Item 8.01. Other Events.

On March 1, 2013, the Company and Parent issued a joint press release announcing that they had entered into the Merger Agreement and the declaration of a first quarter dividend of $0.35 per share of Company Common Stock. The dividend will be paid on March 29, 2013 to stockholders of record at the close of business on March 15, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Important Information

This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the shares of Company Common Stock. The tender offer described herein has not yet been commenced. On the commencement date of the tender offer, an offer to purchase, a letter of transmittal and related documents will be filed with the Securities and Exchange Commission and thereafter a solicitation/recommendation statement with respect to the tender offer will be filed by the Company with the Securities and Exchange Commission. Each of these documents will be mailed to stockholders of record and will also be made available for distribution to beneficial owners of shares of Company Common Stock. The solicitation of offers to buy the shares of Company Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. When they are available, stockholders should read the offer to purchase, the letter of transmittal and related documents, as well as the solicitation/recommendation statement, carefully because they will contain important information, including the various terms of, and conditions to, the tender offer. When they are available, stockholders will be able to obtain the offer to purchase, the letter of transmittal and related documents and the solicitation/recommendation statement without charge from the Securities and Exchange Commission’s website at www.sec.gov. Stockholders will also be able to obtain the offer to purchase, letter of transmittal

and related documents without charge by calling MacKenzie Partners, Inc., the information agent for the tender offer, at 212-929-5500, and will be able to obtain free copies of the Company’s solicitation/recommendation statement and related documents filed by the Company with the Securities and Exchange Commission on the “Investor Relations” section of the Company’s website at www.sauer-danfoss.com. Stockholders are urged to read carefully those materials when they become available prior to making any decisions with respect to the tender offer.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute forward-looking statements. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms, including any statements that refer to expectations or other characterizations of future events, circumstances or results, including, without limitation: all statements related to the proposed business combination transaction and related transactions; the outlook for the Sauer-Danfoss’ businesses, performance and opportunities; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including uncertainties as to the timing of the tender offer and business combination; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the Securities and Exchange Commission by the Company from time to time, as well as the tender offer documents to be filed by Parent and the solicitation/recommendation statement to be filed by the Company. All of the materials related to the offer (and all other offer documents filed with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Investors and security holders will also be able to obtain free copies of the documents filed with the Securities and Exchange Commission by the Company on the “Investor Relations” section of the Company’s website at www.sauer-danfoss.com. Sauer-Danfoss undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are ~~filed~~furnished as part of this report:

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of March 1, 2013, by and among Sauer-Danfoss Inc., Danfoss A/S and Danfoss Acquisition, Inc.
3.1		Amended and Restated Certificate of Incorporation of the Company.
99.1		Press Release, dated March 1, 2013
3.2		Amended and Restated Bylaws of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~SAUER-DANFOSS INC.~~	SAUER-DANFOSS INC.
Dated: March 5, 2013	By:	/s/ Kenneth D. McCuskey
Dated: April 17, 2013		By:	/s/ Kenneth D. McCuskey
		Kenneth D. McCuskey, Vice President, Chief Accounting Officer, and Secretary
			Kenneth D. McCuskey Vice President and Chief Accounting Officer, Secretary

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of March 1, 2013, by and among Sauer-Danfoss Inc., Danfoss A/S and Danfoss Acquisition, Inc.
99.1		Press Release, dated March 1, 2013

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