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8-K - FORM 8-K - MERITOR, INC. | k48945e8vk.htm |
EX-4 - EX-4 - MERITOR, INC. | k48945exv4.htm |
EX-1.1 - EX-1.1 - MERITOR, INC. | k48945exv1w1.htm |
EX-1.2 - EX-1.2 - MERITOR, INC. | k48945exv1w2.htm |
Exhibit 99
ArvinMeritor Increases Total Consideration and Tender Offer
Consideration in Tender Offer for Up to $175 Million of the
Companys 8-3/4% Notes due 2012
Consideration in Tender Offer for Up to $175 Million of the
Companys 8-3/4% Notes due 2012
TROY, Mich. (February 26, 2010) ArvinMeritor, Inc. (NYSE:ARM) today announced that it has
increased the price it will pay for its 8-3/4% Notes due 2012 that are tendered pursuant to its
previously announced tender offer for up to $175 million aggregate principal amount of
ArvinMeritors 8-3/4% Notes due 2012.
The Total Consideration for each $1,000 principal amount of notes tendered pursuant to the
offer has been increased to $1,097.50. Holders of notes that are validly tendered and not validly
withdrawn at or before 5:00 p.m. New York City time on the Early Tender Date of March 8, 2010 will
receive the Total Consideration for their notes that are accepted for purchase in the offer.
The Tender Offer Consideration for each $1,000 principal amount of notes tendered pursuant to
the offer has been increased to $1,067.50. Holders of notes that are validly tendered after 5:00
p.m. New York City time on the Early Tender Date and at or before 11:59 p.m. New York City time on
the Expiration Date of March 22, 2010 will receive the Tender Offer Consideration for their notes
that are accepted for purchase in the offer. The Tender Offer Consideration consists of the Total
Consideration minus the Early Tender Payment (which remains $30.00 for each $1,000 principal amount
of notes).
Holders who tender notes at or before 5:00 p.m. New York City time on March 8, 2010 can
withdraw tenders at or before 5:00 p.m. New York City time on March 8, 2010, but not thereafter.
Holders who tender notes after 5:00 p.m. New York City time on March 8, 2010 cannot withdraw their
tenders.
In addition to any consideration received, holders who tender notes that are accepted for
payment in the offer will be paid any accrued and unpaid interest calculated up to but not
including the settlement date. The settlement date is expected to be March 23, 2010, which is one
day after the Expiration Date or promptly thereafter.
The Expiration Date and the Early Tender Date have not been extended and all of the other
terms and conditions of the offer remain in effect as described in the Offer to Purchase dated
February 23, 2010.
BofA Merrill Lynch, J.P. Morgan, Citi and RBS are the dealer managers for the offer. Global
Bondholder Services Corporation is the Information Agent and Depositary for the offer. This news
release is neither an offer to purchase nor a solicitation of an offer to sell the securities. The
offer is made only by the Offer to Purchase dated February 23, 2010, and the information in this
news release is qualified by reference to the Offer to Purchase. Persons with questions regarding
the offer should contact BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) or (980) 388-9217
(collect), J.P. Morgan at (866) 834-4666 (U.S. toll free) or (866) 834-3424 (collect), Citi at
(800) 558-3745 (U.S. toll free) or (212) 723-6106 (collect) or RBS at (877) 297-9832 (U.S. toll
free) or (203) 897-6145 (collect). Requests for documents should be directed to Global Bondholder
Services Corporation at (866) 540-1500 or (212) 430-3774 (collect).
About ArvinMeritor
ArvinMeritor, Inc. is a premier global supplier of a broad range of integrated systems,
modules and components to original equipment manufacturers and the aftermarket for the
transportation and industrial sectors. The company marked its centennial anniversary in 2009,
celebrating a long history of forward thinking. The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain aftermarkets, and light vehicle
manufacturers. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker
symbol ARM. For important information about the company, visit ArvinMeritors Web site at:
http://www.arvinmeritor.com/.
Forward-Looking Statements
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. Forward-looking statements are typically identified by
words or phrases such as believe, expect, anticipate, estimate, should, are likely to
be, will and similar expressions. There
are risks and uncertainties as well as potential substantial costs relating to the companys
announced plans to divest the body systems business of our Light Vehicle Systems segment (LVS) and
any of the strategic options under which to pursue such divestiture. In the case of any sale of all
or a portion of the business, these risks and uncertainties include the timing and certainty of
completion of any sale, the terms upon which any purchase and sale agreement may be entered into
(including potential substantial costs) and whether closing conditions (some of which may not be
within the companys control) will be met. In the case of any shut down of portions of the
business, these risks and uncertainties include the amount of substantial severance and other
payments as well as the length of time we will continue to have to operate the business, which is
likely to be longer than in a sale scenario. There is also a risk of loss of customers of this
business due to the uncertainty as to the future of this business. In addition, 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 cycles and conditions, including the recent global
economic crisis; the demand for commercial, specialty and light vehicles for which the company
supplies products; availability and sharply rising costs of raw materials, including steel; risks
inherent in operating abroad (including foreign currency exchange rates and potential disruption of
production and supply due to terrorist attacks or acts of aggression); whether our liquidity will
be affected by declining vehicle production volumes in the future; original equipment manufacturer
(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
suppliers and customers, including potential disruptions in supply of parts to our facilities or
demand for our products due to work stoppages; the financial condition of the companys suppliers
and customers, including potential bankruptcies; possible adverse effects of any future suspension
of normal trade credit terms by our suppliers; potential difficulties competing with companies that
have avoided their existing contracts in bankruptcy and reorganization proceedings; successful
integration of acquired or merged businesses; the ability to achieve the expected annual savings
and synergies from past and future business combinations and the ability to achieve the expected
benefits of restructuring actions; success and timing of potential divestitures; potential
impairment of long-lived assets, including goodwill; potential adjustment of the value of deferred
tax assets; competitive product and pricing pressures; the amount of the companys debt; the
ability of the company to continue to comply with covenants in its financing agreements; the
ability of the company to access capital markets; credit ratings of the companys debt; the outcome
of existing and any future legal proceedings, including any litigation with respect to
environmental or asbestos-related matters; the outcome of actual and potential product liability,
warranty and recall claims; rising costs of pension and other postretirement benefits; and possible
changes in accounting rules; as well as other substantial costs, risks and uncertainties, including
but not limited to those detailed from time to time in filings of the company with the SEC. These
forward-looking statements are made only as of the date hereof, and the company undertakes no
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as otherwise required by law.
# # #
CONTACTS: Media Inquiries
Lin Cummins
(248) 435-7112
linda.cummins@arvinmeritor.com
Lin Cummins
(248) 435-7112
linda.cummins@arvinmeritor.com
Investor Inquiries
Brett Penzkofer
(248) 435-9426
brett.penzkofer@arvinmeritor.com
Brett Penzkofer
(248) 435-9426
brett.penzkofer@arvinmeritor.com