ArvinMeritor in Hostile Takeover
Bid for Dana Corporation

ArvinMeritor Inc. publicly announced this morning that it intends to pursue a hostile takeover bid for Dana Corporation valued at $15 cash per share or USD $2.2 billion, plus assumption of $2.2 billion in Dana debt, for a total deal value of $4.4 billion.

Both ArvinMeritor and Dana are deeply involved in every aspect of the bearing industry. Both are manufacturers, consumers and vendors, with numerous operations ranging from center supports to engine bearings. In addition, they are key customers for bearings used in suspension corner modules, axles, heavy duty components, and many other end products.

As early as June 4, ArvinMeritor began making private advances to Dana but been turned down flat, Dana saying it, "has no interest whatsoever in pursuing a business combination with ArvinMeritor." Those rejections prompted ArvinMeritor to not only go public with its offer but also to file suit this morning against Dana, claiming breach of fiduciary duty for their failure to pursue ArvinMeritor's offer.

Of Dana's 148.6 million shares outstanding, ArvinMeritor currently owns 1.08 million.

In a press release, Larry Yost, Chairman and CEO of ArvinMeritor said, "We believe that to succeed in today's increasingly global and competitive automotive supplier industry, we must take actions that will increase the opportunities available to our company in the future and enhance value for our shareholders, customers and employees. We would prefer to meet with the Dana Board and its advisors to discuss our all-cash offer and negotiate a mutually acceptable transaction; however, Dana has rejected our prior proposals and refused our requests to enter into discussions. Therefore, we believe it is necessary to take our offer directly to Dana's shareowners."

Mr. Yost went on to say, "We believe that together, ArvinMeritor and Dana will be a stronger Tier One supplier providing numerous technological and service benefits for our combined worldwide light vehicle, commercial truck and aftermarket customers. This transaction will bring together the right combination of innovation, capabilities and resources to establish a stronger, more competitive global enterprise."

Dana responded, "ArvinMeritor's offer will be evaluated by the Board of Directors of Dana. Within ten business days from the date of commencement of ArvinMeritor's tender offer, Dana will advise Dana shareholders of its position regarding the offer, and state its reasons for such position. Accordingly, Dana urges its shareholders to defer making a determination whether to accept or reject ArvinMeritor's offer until they have been advised of Dana's position with respect to the offer.

Founded in 1904, Dana currently operates in 30 countries and employs more than 60,000 people. Fiscal 2002 sales were $9.5 billion.

ArvinMeritor is considerably smaller than Dana, employing 32,000 people at 150 facilities in 27 countries. Fiscal 2002 sales were $7 billion.

Both companies are leading auto and truck industry suppliers, in addition to having large aftermarket operations.




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