Navistar Board of Directors says TRATON’s second offer to purchase outstanding shares of the company is ‘a starting point’

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For the second time in 2020, TRATON SE has offered to purchase the shares it does not already own of Navistar International Corp. Navistar’s board of directors has rejected the offer but calls the increase in share value a “starting point” for the possibility of a transaction.

LISLE, Ill., — TRATON SE has hit the gas again on its attempts to purchase the remaining shares of Navistar International Corp., the holding company whose subsidiaries and affiliates produce International brand commercial trucks, proprietary diesel engines and IC Bus brand school and commercial buses.


TRATON, a subsidiary of Volkswagen AG and a worldwide commercial vehicle manufacturer that offers light-duty commercial vehicles, trucks and buses, increased its offer for all outstanding shares of common stock of Navistar not already owned by TRATON to $43 per share in cash. The increased offer represents a 23% increase from the $35 per Navistar share that TRATON offered at the end of January. TRATON currently holds 16.8% of Navistar’s outstanding common shares.

“We continue to believe in the compelling strategic benefits that a complete merger of TRATON and Navistar would produce. This is why we are re-emphasizing our interest in the transaction in spite of the Covid-19 pandemic,” said Matthias Gründler, CEO of TRATON SE.

In a statement released by Navistar, the company’s board of directors is said to have carefully considered the offer “with the assistance of its financial and legal advisors” and unanimously concluded that, while TRATON’s revised proposal of $43 per share significantly undervalues the company and substantial synergies from a combination, it does represent a starting point for further exploring the possibility of a transaction.

“TRATON has developed a strong strategic relationship with the company in recent years, and, in light of the 23% increase in their proposal, the board believes the best way for TRATON to appreciate the true value of a potential combination is to allow it to conduct due diligence and engage in further synergy discussions with the company,” Navistar said in a news release.

A merger agreement, which has yet to be worked out, would be subject to final approval by the boards of TRATON and Volkswagen AG, and by the board of directors of Navistar and the company’s stockholders.

Navistar stated that the company does not intend to make any additional comments regarding the proposal, its engagement with TRATON or the due diligence process unless and until it is appropriate to do so, or a formal agreement has been reached.



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