Dana Corporation's Board Of Directors Rejects Revised Offer From ArvinMeritor
24 November 2003 - 12:05AM
PR Newswire (US)
Dana Corporation's Board Of Directors Rejects Revised Offer From
ArvinMeritor Fundamental Antitrust Barriers TOLEDO, Ohio, Nov. 23
/PRNewswire-FirstCall/ -- Dana Corporation today announced that its
Board of Directors has unanimously rejected the recently revised
tender offer from ArvinMeritor, Inc. after a thorough review and
consultation with its legal and financial advisors. After the Board
reached its determination, the following letter was sent to Mr.
Larry D. Yost, Chairman and Chief Executive Officer of
ArvinMeritor: November 23, 2003 Mr. Larry D. Yost Chairman and CEO
ArvinMeritor, Inc. 2135 West Maple Road Troy, Michigan 48084 Dear
Mr. Yost: This will respond to your letter of November 17th. The
Dana Board of Directors has given the proposal set forth in your
letter a full, fair and objective review. It has unanimously
concluded that pursuing the highly conditional proposed transaction
between ArvinMeritor and Dana would not be in the best interests of
Dana or its shareholders. Very truly yours, Glen H. Hiner Acting
Chairman of the Board and Chairman of the Committee of Independent
Directors The Board of Directors also approved the following letter
to the company's shareholders: November 23, 2003 Dear Fellow
Shareholders: On November 17, 2003, ArvinMeritor issued a press
release stating that it was increasing its tender offer to $18 per
share. ArvinMeritor also said that this was its "final offer" to
Dana and that it 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 in good faith by that
date." After a thorough review process, the Committee of
Independent Directors and the Board of Directors have unanimously
determined that it is not in the best interests of Dana or our
shareholders to accept such a proposal and we have so informed
ArvinMeritor. This decision by the Board was made after extensive
review and consultation with its legal and financial advisors. It
is based, in part, on our belief that, as compared with achieving
the objectives of our present business plan, the value being
offered by ArvinMeritor -- even if it were obtainable -- is neither
attractive nor compelling. Equally important, the Board noted that
the offer continues to be conditioned on regulatory clearance and
financing and that ArvinMeritor, over the last four months since it
first made its proposal, has failed to show any tangible progress
towards resolving the fundamental antitrust barriers that exist and
the lack of financing for its offer. Indeed, our financial advisors
have advised us that there are very substantial risks and
uncertainties with respect to ArvinMeritor's ability to finance its
new proposal. With regard to the antitrust hurdle, the Board
believes, based upon the advice of the company's antitrust counsel
and antitrust counsel's communications with the Federal Trade
Commission (FTC) staff, that the FTC would likely view the proposed
transaction as illegal and ArvinMeritor's divestiture proposal as
insufficient to resolve the serious antitrust issues that have been
raised by its proposed transaction. We do not believe that pursuing
this unattractive and highly conditional proposed transaction is in
the best interests of Dana or our shareholders. We intend to
proceed with our business plan and pursue actions that we believe
will enhance shareholder value. We greatly appreciate your
continued support and encouragement. Sincerely, Glen H. HinerActing
Chairman of the Board and Chairman of the Committee of Independent
Directors Dana's shareholders, and its customers, suppliers and
employees, are strongly advised to read carefully Dana's
solicitation/recommendation statement regarding ArvinMeritor's
tender offer, because it contains important information. Free
copies of the solicitation/recommendation statement and the related
amendments, which have been filed by Dana with the Securities and
Exchange Commission, are available at the SEC's web site at
http://www.sec.gov/, or at the Dana web site at
http://www.dana.com/, and also by directing requests to Dana's
Investor Relations Department or Dana's information agent, D.F.
King & Co., Inc., at 1-800-901-0068. Statements made in this
release indicating Dana's, the Board of Directors', the Committee
of Independent Directors' or management's intentions, beliefs,
expectations or predictions for the future are forward-looking
statements. These statements are only predictions and may differ
materially from actual or future events or results. Such
forward-looking statements are not guarantees of future performance
and may involve known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those expressed or implied. Such risks and uncertainties include,
without limitation, global and regional economic conditions,
business conditions in the overall automotive industry, the cost
and timing of Dana's repositioning plan implementation and the
ability to implement and the success of any actions to enhance
shareholder value. They also include other factors discussed herein
and those detailed from time to time in Dana's filings with the
Securities and Exchange Commission. Dana is a global leader in the
design, engineering, and manufacture of value-added products and
systems for automotive, commercial, and off-highway vehicle
manufacturers and their related aftermarkets. The company employs
approximately 60,000 people worldwide. Founded in 1904 and based in
Toledo, Ohio, Dana operates hundreds of technology, manufacturing,
and customer service facilities in 30 countries. The company
reported 2002 sales of $9.5 billion. DATASOURCE: Dana Corporation
CONTACT: Michelle Hards of Dana Corporation, +1-419-535-4636, or
Web site: http://www.dana.com/
Copyright
Dana (NYSE:DCN)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Dana (NYSE:DCN)
Historical Stock Chart
Von Jul 2023 bis Jul 2024