Dana rejects ArvinMeritor's offer
Nov 26, 2003 12:00 PM
Dana Corporation 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. ArvinMeritor on Nov. 17 had 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 would “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.” In a letter to Dana's shareholders, Glen H. Hiner, acting chairman of the board, said that the decision to reject the offer was 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." He went on to say, "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."
