ArvinMeritor Announces Tender Offer for Up to $175 Million of the Company's 8-3/4% Notes Due 2012
23 Février 2010 - 12:45PM
PR Newswire (US)
TROY, Mich., Feb. 23 /PRNewswire-FirstCall/ -- ArvinMeritor, Inc.
(NYSE: ARM) today announced the commencement of a tender offer for
up to $175 million aggregate principal amount of ArvinMeritor's
8-3/4% Notes due 2012 in the manner described below. The total
outstanding principal amount of the notes included in the offer is
approximately $276 million. ArvinMeritor will conduct the offer in
accordance with terms and conditions described in its Offer to
Purchase dated Feb. 23, 2010. The offer will expire at 11:59 p.m.
New York City time on Mar. 22, 2010, unless extended or earlier
terminated (the "Expiration Date"). The aggregate principal amount
of notes that may be purchased in the offer will not exceed $175
million. To the extent the aggregate principal amount of notes
tendered and not withdrawn pursuant to the offer exceeds this cap,
ArvinMeritor will accept notes for purchase on a pro rata basis in
the manner described in the Offer to Purchase. The Total
Consideration for each $1,000 principal amount of notes tendered
pursuant to the offer will be $1,065. The Tender Offer
Consideration for each $1,000 principal amount of notes tendered
pursuant to the offer will be $1,035, which consists of the Total
Consideration minus the Early Tender Payment (which is $30.00 for
each $1,000 principal amount of notes). ArvinMeritor intends to
fund the purchase of the notes from the proceeds of its pending
offering of notes due 2018. 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tendered and not validly withdrawn at or before 5:00 p.m. New York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 Mar. 8, 2010 will receive the
Total Consideration for their notes that are accepted for purchase.
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 will receive the Tender Offer
Consideration for their notes that are accepted for purchase, which
is equal to the Total Consideration minus the Early Tender Payment.
Holders who tender notes at or before 5:00 p.m. New York City time
on the Early Tender Date can withdraw tenders at or before 5:00
p.m. New York City time on the Early Tender Date, but not
thereafter. Holders who tender notes after 5:00 p.m. New York City
time on the Early Tender Date 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 Mar. 23,
2010, which is one day after the Expiration Date or promptly
thereafter. 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 Feb. 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 marks 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
ArvinMeritor's 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 company's 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 company's 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 company's 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 company's 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 company's 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.
(Logo: http://www.newscom.com/cgi-bin/prnh/20010524/ARVINLOGO )
http://www.newscom.com/cgi-bin/prnh/20010524/ARVINLOGODATASOURCE:
ArvinMeritor, Inc. CONTACT: Media Inquiries, Lin Cummins,
+1-248-435-7112, ; or Investor Inquiries, Brett Penzkofer,
+1-248-435-9426, Web Site: http://www.arvinmeritor.com/
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