SHS Sauer-Danfoss Inc.

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 Securities)

804 137 107
(CUSIP Number of Class of Securities)

Anders Stahlschmidt
Vice President and General Counsel
Nordborgvej 81
6430 Nordborg
Denmark
45 7488 2222

with copies to:

William A. Groll
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Telephone: (212) 225-2000

(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 4 (this “ Amendment No. 4 ”) amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement originally filed under cover of Schedule TO (the “ Schedule TO ”) with the Securities and Exchange Commission on March 15, 2013, as amended and supplemented by Amendment No. 1 filed on March 25, 2013, Amendment No. 2 filed on April 4, 2013 and Amendment No. 3 filed on April 10, 2013, by Danfoss Acquisition, Inc., a Delaware corporation (the “ Purchaser ”) and a wholly owned subsidiary of Danfoss A/S, a corporation organized under the laws of Denmark (“ Parent ”).  The Schedule TO relates to the offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “ Shares ”), of Sauer-Danfoss Inc., a Delaware corporation (the “ Company ”), that are not already owned by Parent and its subsidiaries at a price of $58.50 per Share, net to the seller in cash, without interest and less any required withholding taxes, and on the other terms and subject to the conditions specified in the Offer to Purchase, dated March 15, 2013 (as amended and supplemented, the “ Offer to Purchase ”), and in the related Letter of Transmittal, respectively (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”). This Amendment No. 4 also constitutes an amendment to the Schedule 13D of Parent and the Purchaser, as previously amended.  This Amendment No. 4 is the final amendment to the Schedule TO.

The information in the Schedule TO is incorporated in this Amendment No. 4 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 4.  Capitalized terms used in this Amendment No. 4 without definition shall have the meanings specified in the Schedule TO.

Items 1-11.

The Offer to Purchase is hereby amended and supplemented by including the following:

“The initial offering period of the Offer expired at 12:00 midnight, New York City time, on Thursday, April 11, 2013.   The Depositary for the Offer has advised Parent and the Purchaser that, as of such time, a total of 9,864,864 Shares were validly tendered and not properly withdrawn in the Offer (including 596,877 Shares tendered by notices of guaranteed delivery). The total of 9,864,864 Shares tendered in the Offer represents a majority of the Shares not owned by (i) the Danfoss Group and its affiliates, (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 number of Shares tendered in the Offer, together with the Shares already owned by the Danfoss Group, represents approximately 95.9% of the outstanding Shares.   The Purchaser has accepted for payment all Shares that were validly tendered in the Offer and not properly withdrawn, and payment for such Shares will be made promptly in accordance with the terms of the Offer.

Parent plans to cause the Merger to become effective later today as a short-form merger pursuant to Section 253 of the DGCL.  In the short-form Merger, the Purchaser will merge with and into the Company and each Share not tendered in the Offer (other than Shares held in treasury by the Company or owned by Parent or any wholly owned subsidiary of the Company or Parent or held by stockholders who properly exercise appraisal rights under Delaware law) will be canceled and converted into the right to receive an amount per Shares in cash equal to the Offer Price, without interest and less any required withholding taxes.

The full text of the press release issued by Parent on April 12, 2013 in connection with the expiration of the Offer is filed as Exhibit (a)(5)(ix) hereto and is incorporated herein by reference.”

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Item 12. Exhibits

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 12, 2013

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EXHIBIT INDEX

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