Auto Service World
News   July 9, 2003   by Auto Service World

ArvinMeritor Commences Cash Offer for Oustanding Dana Shares

ArvinMeritor, Inc. has commenced a cash tender offer for all of the outstanding common shares of Dana Corporation common stock for $15.00 net U.S. per share.
Following completion of the tender offer, ArvinMeritor intends to consummate a second step merger in which all remaining Dana shareholders will receive the same cash price paid in the tender offer. 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 ArvinMeritor publicly announced its intention to commence a tender offer.
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. All figures in U.S. dollars.
The tender offer and withdrawal rights are scheduled to expire at 5:00 p.m., on August 28, 2003, unless extended.
ArvinMeritor currently owns 1,085,300 shares of Dana’s common stock. The company noted that the offer will be conditioned upon, among other things, acceptance by more than two-thirds of Dana’s shares, the removal of Dana’s poison pill, receipt of necessary regulatory approvals, obtaining necessary financing and other customary conditions.
The complete terms and conditions will be set forth in the Offer to Purchase, which will be filed with the Securities and Exchange Commission and mailed to Dana’s shareowners. 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.

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