Meritor & Arvin Set Date for Merger Approval Meetings
9 June 2000
TROY, Mich., and COLUMBUS, Ind. - Meritor Automotive and Arvin Industries announced that they will hold special meetings of their respective stockholders on July 6, 2000, to gain approval of their proposed merger, which was first announced on April 6, 2000. Pursuant to the terms of the merger agreement, Meritor and Arvin will be combined to form a new company, ArvinMeritor, Inc., to be headquartered in Troy, Mich., and incorporated in the State of Indiana, with combined annual revenue of $7.5 billion. The special meeting of Meritor stockholders will be held at Meritor's corporate headquarters in Troy, Mich., on July 6, 2000, beginning at 10 a.m., local time, and the special meeting of Arvin stockholders will be held at Arvin's corporate headquarters in Columbus, Ind., on July 6, 2000, beginning at 9 a.m., local time. Meritor and Arvin each has set May 31, 2000, as the record date for determining stockholders of Meritor and Arvin entitled to attend and vote at their respective special meetings. In addition, Meritor and Arvin announced that ArvinMeritor's Registration Statement filed with the Securities and Exchange Commission in connection with the merger has been declared effective by the Commission, and that Meritor and Arvin are mailing a joint proxy statement-prospectus to their respective stockholders. In addition to stockholder approval, the merger is subject to receipt of customary regulatory approvals. Meritor and Arvin have received notice from the Federal Trade Commission of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, with respect to their proposed merger. Meritor and Arvin also have received notice of approval of the merger by the European Commission. Under the terms of the merger agreement, Arvin stockholders will receive one share of ArvinMeritor common stock plus $2.00 of cash, at the time of the exchange, for each share of Arvin common stock, while Meritor stockholders will receive 0.75 shares of ArvinMeritor common stock for each share of Meritor common stock. After the merger, Meritor stockholders will own approximately 65.8 percent and Arvin stockholders will own approximately 34.2 percent of ArvinMeritor's shares. Meritor, with 1999 sales of $4.5 billion, is a global supplier of a broad range of systems and components for commercial, specialty and light vehicle OEMs and the aftermarket. Meritor consists of two businesses: Heavy Vehicle Systems, a leading supplier of complete drivetrain systems and components for medium- and heavy-duty trucks, trailers and off-highway equipment and specialty vehicles, including military, bus and coach, and fire and rescue; and Light Vehicle Systems, a major supplier of roof, door, access control and suspension systems, and wheel products for passenger cars, light trucks and sport utility vehicles. Arvin Industries, Inc., with 1999 sales of $3.1 billion, is a global manufacturer of automotive components with more than 60 manufacturing facilities and six technical centers located in 22 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas-charged lift supports. Its products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel and RydeFX shock absorbers; Purolator filters; and StrongArm gas-charged lift supports.