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  5. TRATON Proposes To Acquire All Outstanding Common Shares Of Navistar For USD 35 Per Share

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News

TRATON Proposes To Acquire All Outstanding Common Shares Of Navistar For USD 35 Per Share

TRATON SE (“TRATON”), one of the world’s largest commercial vehicle manufacturers, today offered to acquire all of the outstanding shares of common stock of Navistar International Corporation (“Navistar”) (NYSE: NAV) not already owned by TRATON at a price of USD 35 per share in cash. This represents a 45% premium over Navistar’s closing share price of USD 24.11 on January 29, 2020 and a 19% premium over Navistar’s 90-day volume weighted average price of USD 29.40. TRATON currently owns 16.8% of the outstanding common shares of Navistar.

Since 2017, TRATON and Navistar have benefitted from a strategic alliance that has delivered significant value to both companies through increased purchasing power and the integration of new technologies. As the global commercial vehicle industry continues to evolve, TRATON believes that the proposed transaction is the logical next step and would result in even greater benefits.

If the proposed offer were accepted and the acquisition completed, the combined company would have an enhanced ability to meet the demands of new regulations and rapidly developing technologies in connectivity, propulsion and autonomous driving. Combining TRATON’s leading position in the European and South American markets with Navistar’s presence in North America would create a leader with global reach and complementary capabilities. The transaction would also provide substantial value to Navistar stockholders through an immediate and certain cash premium.

“Over the past three years, we have benefitted from a highly collaborative and productive strategic alliance with Navistar. As the market continues to evolve, we believe there are compelling strategic and financial benefits to a full combination of TRATON and Navistar. The proposed transaction would create a leader in commercial vehicles with global scale and a strong portfolio of leading brands and cutting-edge products, technologies and services while delivering immediate and substantial value to Navistar stockholders,” said TRATON Chief Executive Officer Andreas Renschler.

The proposal, which TRATON expects to be evaluated by the independent directors of Navistar, is subject to certain customary due diligence. Any transaction would be subject to approval by the boards of TRATON and Volkswagen AG and the Board of Directors of Navistar and its stockholders as well as negotiation of a definitive merger agreement and stockholder support agreements with certain major stockholders of Navistar. TRATON expects that the proposed transaction could be closed by the end of 2020.

As a significant stockholder of Navistar, TRATON is committed to seeing the proposal completed and would not, in its capacity as a stockholder, support an alternative transaction.