ArvinMeritor Raises Tender Offer for Dana to $18.00 Per Share in Cash
17 November 2003 - 2:46PM
PR Newswire (US)
ArvinMeritor Raises Tender Offer for Dana to $18.00 Per Share in
Cash TROY, Mich., Nov. 17 /PRNewswire-FirstCall/ -- ArvinMeritor,
Inc. today announced that it is increasing its tender offer to
$18.00 per share in cash to acquire all of the outstanding common
shares of Dana Corporation . (Logo:
http://www.newscom.com/cgi-bin/prnh/20010524/ARVINLOGO ) Larry
Yost, chairman and chief executive officer of ArvinMeritor, said,
"We continue to believe this is a logical combination that makes
strategic sense. When we first approached Dana on June 4, 2003,
Dana's stock was trading at under $10.00 per share. Since then,
nothing in Dana's recent performance has indicated that its current
stock levels are sustainable as an independent company. If the Dana
board gives our offer a fair and objective review, we believe that
they will want to pursue a combination of the two companies.
However, our primary responsibility is to ArvinMeritor's
shareowners, and we do not believe it is in their best interests to
continue expending valuable corporate resources for an
indeterminate period of time." ArvinMeritor said that this is its
final offer, and that the company will terminate its tender offer
at 5 p.m. (EST) on Tuesday, Dec. 2, 2003, unless the Dana board
agrees to begin negotiating a definitive merger agreement by that
date. The following letter was sent to Dana's chairman of the board
today, informing him of ArvinMeritor's increased offer. Nov. 17,
2003 Mr. Glen Hiner Chairman of the Board Dana Corporation Toledo,
Ohio 43697 Dear Glen: Today, ArvinMeritor is increasing its tender
offer to $18.00 per share in cash to acquire all of the outstanding
common shares of Dana Corporation. We want you to know that this is
our final offer to Dana. We continue to believe that ArvinMeritor
and Dana is a logical combination that makes strategic sense. If
your board gives our offer a fair and objective review, they will
want to pursue it. However, our primary responsibility is to our
own shareowners, and we do not believe it is in their best
interests to continue expending valuable corporate resources for an
indeterminate period of time. We have always maintained that a
negotiated transaction is the most desirable means for combining
our two companies. We urge you to carefully weigh the implications
of refusing once again to sit down and discuss a transaction that
would immediately benefit Dana's shareowners. If the Dana board
does not enter into negotiations with us, they will deprive Dana's
shareowners of immediate and substantial value. We are hopeful the
Dana board recognizes the significant benefits of our $18.00 per
share offer. ArvinMeritor will terminate its tender offer at 5 p.m.
(EST) on Tuesday, Dec. 2, 2003, unless your board agrees to begin
negotiating a definitive merger agreement in good faith by that
date. We look forward to a timely response. Sincerely, /s/ Larry
Yost Larry Yost ArvinMeritor announced that it has extended its
offer for all of the outstanding common shares of Dana's common
stock until 5 p.m. (EST) on Dec. 2, 2003. The offer was previously
scheduled to expire at 5 p.m. (EST) on Dec. 1, 2003. At the end of
business on Nov. 14, 2003, Dana shareowners had tendered and not
withdrawn approximately 1,017,000 shares pursuant to ArvinMeritor's
tender offer. ArvinMeritor, Inc. is a premier $8-billion global
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry. The company serves light
vehicle, commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets. Headquartered in Troy,
Mich., the company employs approximately 32,000 people at more than
150 manufacturing facilities in 27 countries. ArvinMeritor common
stock is traded on the New York Stock Exchange under the ticker
symbol ARM. For more information, visit the company's Web site at:
http://www.arvinmeritor.com/ . The solicitation and offer to
purchase is made only pursuant to the Offer to Purchase and related
materials that ArvinMeritor and Delta Acquisition Corp. filed with
the Securities and Exchange Commission on July 9, 2003. Investors
and security holders are advised to read such documents because
they include important information. Investors and security holders
may obtain a free copy of such documents at the SEC's website at
http://www.sec.gov/, from ArvinMeritor at 2135 W. Maple Road, Troy,
MI 48084, Attn: Investor Relations, or by contacting Mackenzie
Partners, Inc. at (212) 929-5500 collect or at (800) 322-2885
toll-free or by email at . This press release contains statements
relating to future results of the company (including certain
projections and business trends) that are "forward- looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties,
including, but not limited to, global economic and market
conditions; the demand for commercial, specialty and light vehicles
for which the company supplies products; risks inherent in
operating abroad, including foreign currency exchange rates;
potential increases in raw material costs; OEM program delays;
demand for and market acceptance of new and existing products;
successful development of new products; reliance on major OEM
customers; labor relations of the company, its customers and
suppliers; the outcome of the tender offer for common stock of Dana
Corp.; successful integration of acquired or merged businesses; the
ability to achieve the expected annual savings and synergies from
past and future business combinations; competitive product and
pricing pressures; the amount of the company's debt; the ability of
the company to access capital markets; credit ratings of the
company's debt; the outcome of existing and any future legal
proceedings, including any litigation with respect to environmental
or asbestos-related matters; as well as other risks and
uncertainties, including, but not limited to, those detailed from
time to time in the filings of the company with the Securities and
Exchange Commission.
http://www.newscom.com/cgi-bin/prnh/20010524/ARVINLOGO DATASOURCE:
ArvinMeritor, Inc. CONTACT: Media Inquiries: Lin Cummins,
+1-248-435-7112, , or Investor Inquiries: Alice McGuire,
+1-248-655-2159, , both of ArvinMeritor, Inc.; Alternate Contacts:
Dan Katcher or Ellen Barry of Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449 Web site: http://www.arvinmeritor.com/
Company News On-Call: http://www.prnewswire.com/comp/762401.html
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