ArvinMeritor Announces Intention to Acquire Dana’s Outstanding Shares

ArvinMeritor, Inc. today announced that it intends to commence a tender offer to acquire all of the outstanding shares of Dana Corporation for $15.00 U.S. per share in cash, meanwhile charging Dana’s board with misconduct in refusing to meet on the matter.
ArvinMeritor’s offer represents a premium of 56% over Dana’s closing stock price on June 3, 2003, the last trading day before ArvinMeritor submitted its first proposal to Dana in writing, a premium of 39% over Dana’s average closing stock price for the last 30 trading days, and a premium of 25% over Dana’s closing stock price on July 7, 2003, the last trading day before today’s announcement.
The proposed transaction has a total equity value of approximately $2.2 billion assuming 148.6 million shares of Dana outstanding. In addition, Dana has net debt and minority interests of approximately $2.2 billion, accounting for Dana Credit Corporation on an equity basis, bringing the total enterprise value to approximately $4.4 billion. The transaction is anticipated to be significantly accretive to ArvinMeritor’s earnings per share in the first year after the transaction closes.
The company also filed a lawsuit against Dana and its board of directors in the Circuit Court for the City of Buena Vista, Va., asserting, among other things, that Dana’s Board breached its fiduciary duties to Dana’s shareowners when it rejected ArvinMeritor’s proposals without meeting with ArvinMeritor. ArvinMeritor currently owns 1,085,300 shares of Dana’s common stock. UBS Investment Bank is acting as financial advisor and dealer manager, Gibson, Dunn & Crutcher LLP is acting as legal counsel and MacKenzie Partners, Inc. is acting as information agent for ArvinMeritor’s offer.
Larry Yost, chairman and chief executive officer of ArvinMeritor, stated, “We believe that to succeed in today’s increasingly global and competitive automotive supplier industry, we must take actions that will increase the opportunities available to our company in the future and enhance value for our shareowners, customers and employees. We would prefer to meet with the Dana Board and its advisors to discuss our all-cash offer and negotiate a mutually acceptable transaction; however, Dana has rejected our prior proposals and refused our requests to enter into discussions. Therefore, we believe it is necessary to take our offer directly to Dana’s shareowners.”
Yost continued, “We believe that together, ArvinMeritor and Dana will be a stronger Tier One supplier providing numerous technological and service benefits for our combined worldwide light vehicle, commercial truck and aftermarket customers. This transaction will bring together the right combination of innovation, capabilities and resources to establish a stronger, more competitive global enterprise.
“A combined ArvinMeritor-Dana will have a more diversified product mix and a balanced customer base. Importantly, the combined company will have the increased capability to accelerate growth; make strategic investments; and enlarge our diversified portfolio of products and services.
It also will enable us to expand our content per vehicle by developing a complete undercarriage and drivetrain system technology capability to serve both the light and commercial vehicle industries, as we strengthen the powertrain product portfolio. The transaction will also create significant financial benefits, including considerable sales, operating and cost synergies beyond what either company could achieve on its own,” added Yost.
“ArvinMeritor and Dana together will be one of the world’s largest automotive suppliers with strong financials and a solid leadership team. ArvinMeritor has a proven track record of successful integration of large-scale mergers and is committed to retaining the best and the brightest employees from each organization. This is a strategically advantageous combination and we are committed to making it a reality. Our offer permits Dana’s shareowners to realize an attractive cash value today without bearing the risks of Dana’s long-term restructuring efforts. We are hopeful that Dana’s Board will recognize the significant benefits to Dana and its shareowners and will reconsider our requests to meet with us to discuss our all-cash offer,” concluded Yost.
ArvinMeritor noted that in addition to the compelling strategic fit of the product portfolios of Dana and ArvinMeritor, the transaction will result in the ability to share best practices and to achieve significant sales, operating and cost synergies.
Based on publicly available information, ArvinMeritor expects to achieve annual cost synergies in the range of $200 million as a result of this transaction. The company noted that the offer will be conditioned upon, among other things, the removal of Dana’s poison pill, acceptance by more than two-thirds of Dana’s shares, receipt of necessary regulatory approvals, obtaining necessary financing and other customary conditions. The full terms and conditions will be contained in the Offer to Purchase, which will be filed with the U.S. Securities and Exchange Commission and mailed to Dana’s shareowners.