An investigation on behalf of current investors Sauer-Danfoss Inc. (Public, NYSE:SHS), who purchased the SHS shares before December 22, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price and practice was announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Sauer-Danfoss arising out of their attempt to sell Sauer-Danfoss Inc. (Public, NYSE:SHS) to Danfoss A/S. On December 22, 2009 Danfoss A/S ("Danfoss") announced that, through its wholly owned subsidiary Danfoss Acquisition, Inc., it intends to launch a cash tender offer for all of the outstanding shares of common stock of Sauer-Danfoss Inc. (NYSE: SHS) not already owned by Danfoss A/S and its subsidiaries, which is a stake of approximately 24.3% of Sauer- Danfoss A/S Inc valued at approximately $118,750,000 at the $10.10 per share offer price. Danfoss A/S announced that it intends to offer the public minority shareholders of Sauer- Danfoss A/S $10.10 per share in cash, without interest and less any required withholding tax. According to Danfoss A/S the price represents a premium of approximately 19.7% over the closing price of the common stock on the New York Stock Exchange on December 18, 2009, and a premium of approximately 20.7% over the average closing price during the three months preceding December 18, 2009.

But according to an investigation by a law firm “the transaction appears to be unfair” to current investors of Sauer-Danfoss Inc. (NYSE:SHS) because the “offer to purchase Sauer-Danfoss Inc. (SHS) appears opportunistically timed to take advantage of the current economic downturn” and is “grossly unfair, inadequate, and substantially below the fair or inherent value of SHS”.Shares of Sauer-Danfoss,Inc (SHS) traded at $11.30 per share after the announcement, thus above the intended offer. SHS shares were down from its 52weekHigh of $11.53 per share, but Sauer-Danfoss shares reached over $33 per share in August 08,over $36 per share in June 2008, and almost $40 per share in 2007.

The investigation “concerns whether the Sauer-Danfoss Inc. Board of Directors breach their fiduciary duties to Sauer-Danfoss Inc. (SHS) shareholders if they agree to sell Sauer-Danfoss Inc. at an unfair price thereby harming Sauer-Danfoss Inc. and its shareholders”, “whether the directors of Sauer-Danfoss Inc. may breach their fiduciary duties by not acting in Sauer-Danfoss Inc. shareholders' best interests”, and “the Company may not have adequately shopped itself around if they enter into this transaction and, pursuant to this proposed transaction, Danfoss Acquisition, Inc, a wholly owned subsidiary of Danfoss A/S, may be underpaying for Sauer-Danfoss Inc., thus unlawfully harming SHS shareholders”.

Sauer-Danfoss Inc., located in Lincolnshire, Illinois, develops, manufactures and markets advanced systems for the distribution and control of power in mobile equipment. The Company designs, manufactures and markets hydraulic, electronic, electric and mechanical components, as well as software and integrated systems that generate, transmit and control power in mobile equipment. Sauer-Danfoss reported in 2007 Total Revenue of $1.972.55billion with a Net Income of $47.20million and in 2008 Total Revenue of $2.090.51billion.