Traton Makes Unsolicited Offer to Buy Navistar for $35 Per Share

Volkswagen subsidiary's commercial-vehicle strength in Europe and South America complements Navistar's North American position

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Navistar International Corp. confirmed that it has received an unsolicited proposal from Traton SE -- a subsidiary of Volkswagen AG and manufacturer of commercial vehicles under the MAN, Scania, Volkswagen Caminhões e Ônibus, and RIO brands -- regarding a potential transaction to acquire Navistar for $35 per share in cash.

The price offered represents a 45% premium over Navistar’s closing share price of $24.11 on January 29, 2020 and a 19% premium over Navistar’s 90-day volume weighted average price of $29.40. Traton currently owns 16.8% of the outstanding common shares of Navistar.

Traton's statement on the offer says a completed acquisition would create a company with enhanced ability to satisfy new regulations and take advantage of developing technologies in connectivity, propulsion and autonomous driving. Traton's leading position in the European and South American markets  complements Navistar’s presence in North America.

“Over the past three years, we have benefited 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,” said Traton Chief Executive Officer Andreas Renschler. "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

Navistar’s board of directors, in consultation with its financial and legal advisors, will carefully review and evaluate the proposal in the context of Navistar’s strategic plan for the company in order to determine the course of action that it believes is in the best interest of the company and its stakeholders. Navistar advises its shareholders to take no action, and no shareholder vote is required at this time.

There can be no assurance that any negotiations between Navistar and Traton regarding this proposal will take place, and if such negotiations do take place, there can be no assurance that any transaction with Traton will occur or be consummated. Navistar does not intend to make any additional comments regarding the proposal unless and until it is appropriate to do so or a formal agreement has been reached.