TROY, Mich., (Nov.17,
2003) — ArvinMeritor, Inc. (NYSE:
ARM) 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 (NYSE: DCN).
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: www.arvinmeritor.com.
# # #
Alternate
Contacts:
Dan Katcher/Ellen Barry
Joele Frank, Wilkinson Brimmer
Katcher
1-212-355-4449
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 1-212-929-5500 collect or at 1-800-322-2885 toll-free or by email at mailto:proxy@mackenziepartners.com.
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.
