This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated July 31, 2000, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
(as defined below) may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In those jurisdictions where securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by J.P. Morgan
Securities Inc. ("J.P. Morgan" or the "Dealer Manager") or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
of
DETROIT DIESEL CORPORATION
AT $23.00 NET PER SHARE
by
DIESEL PROJECT DEVELOPMENT, INC.
a wholly owned subsidiary of
DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION
Diesel Project Development, Inc., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of DaimlerChrysler North America Holding
Corporation, a Delaware corporation ("DCNA"), is offering to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
Detroit Diesel Corporation, a Delaware corporation (the "Company"), at price of
$23.00 per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in Offer to Purchase, dated July 31, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Tendering stockholders who have Shares registered in their names and who tender
directly to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") will not
be charged brokerage fees or commissions or, subject to Instruction 6 of the
Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the
Offer. Stockholders who hold their Shares through a broker or bank should
consult such institution as to whether it charges any service fees. The
Purchaser will pay all charges and expenses of the Dealer Manager, the
Depositary and MacKenzie Partners, Inc., which is acting as the information
agent (the "Information Agent"), incurred in connection with the Offer.
Following the consummation of the Offer, the Purchaser intends to effect the
Merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY
TIME, ON FRIDAY, AUGUST 25, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the Expiration Date of the Offer that number
of Shares which, when added to the number of Shares currently owned by DCNA
(approximately 21.4% of the outstanding Shares), represents at least a majority
of the then outstanding Shares on a fully diluted basis and (ii) any waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the regulations thereunder, having expired or been terminated, and
the notification of and approval by the European Commission under the EU Council
Regulation 4064/89, as amended, having been received. DDC Holdings, Inc., a
wholly owned indirect subsidiary of Penske Corporation, the Company's major
shareholder beneficially owning approximately 48.6% of the Company's outstanding
Shares, has agreed to tender its Shares in the Offer. See Section 11 of the
Offer to Purchase. Assuming DDC Holdings tenders its Shares in the Offer, the
minimum condition in (i) above will be satisfied without the need for any other
stockholder to tender Shares in the Offer. The Offer is also subject to other
conditions. See Section 15 of the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of July 20, 2000 (the "Merger Agreement"), among DCNA, the Purchaser
and the Company. The purpose of the Offer is for DCNA, through the Purchaser,
to acquire control of, and the entire equity interest in, the Company. The
Merger Agreement provides that, among other things, the Purchaser will
commence the Offer and that as promptly as practicable after the purchase of
Shares pursuant to the Offer and the satisfaction or waiver of the other
conditions set forth in the Merger Agreement and in accordance with relevant
provisions of the General Corporation Law of the State of Delaware (the
"DGCL"), the Purchaser will merge with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation. At the effective
time of the Merger (the "Effective Time"), each Share issued and outstanding
immediately prior to the Effective Time (other than Shares owned by DCNA, the
Purchaser, the Company or any of their respective subsidiaries, all of which
will be cancelled and retired and will cease to exist, and other than Shares
that are held by stockholders, if any, who properly exercise their
dissenters' rights under the DGCL) will automatically be converted into the
right to receive $23.00 in cash, or any higher price that is paid in the
Offer, without interest thereon.
BASED UPON, AMONG OTHER THINGS, THE UNANIMOUS RECOMMENDATION OF ITS
SPECIAL COMMITTEE, THE BOARD OF DIRECTORS OF THE COMPANY BY UNANIMOUS VOTE OF
THOSE PRESENT (i) DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE
FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY, (ii)
APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE OFFER AND THE MERGER, AND (iii) RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES TO THE PURCHASER
THEREUNDER.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, on the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase
price with the Depositary, which will act as agent for tendering stockholders
for the purpose of receiving payment from the Purchaser and transmitting such
payment to tendering stockholders. Under no circumstances will interest on the
purchase price of the Shares be paid by the Purchaser because of any delay in
making any payment. Payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after the timely receipt by the
Depositary of (i) certificates for such Shares or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
all required signature guarantees or, in the case of book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase), and (iii) any other
documents required by the Letter of Transmittal.
Subject to the terms of the Merger Agrement, the Purchaser may, without the
consent of the Company, (i) extend the Offer beyond the Expiration Date, if any
of the conditions to the Purchaser's obligation to accept for payment and to pay
for the Shares shall not be satisfied or, to the extent permitted by the Merger
Agreement, waived or (ii) extend the Offer for any period required by any rule,
regulation or interpretation of the Securities and Exchange Commission or the
staff thereof applicable to the Offer. Unless the Company advises the Purchaser
that it does not wish the Purchaser to extend the Offer, the Purchaser will
extend the Offer from time to time until the earlier of (A) 30 days after the
date on which certain regulatory conditions are satisfied or (B) December 31,
2000, in the event that, on the Expiration Date, all of the conditions of the
Offer have not been satisfied or earlier waived as permitted by the Merger
Agreement. Any extension of the Offer pursuant to the preceding sentence or
clause (i) of the second preceding sentence of this paragraph shall not exceed
the lesser of ten (10) business days or such fewer number of days that the
Purchaser reasonably believes are necessary to cause the conditions of the Offer
to be satisfied. The Purchaser shall provide a "subsequent offering period" of
not less than three business days following its acceptance for payment of Shares
in the Offer, during which time stockholders may tender, but not withdraw, their
Shares and receive the Offer consideration. The Purchaser may not extend the
Offer during the subsequent offering period for more than 20 business days (for
all such extensions). The term "Expiration Date" means 12:00 Midnight, New York
City time, on Friday, August 25, 2000, unless the Purchaser shall have extended
the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire.
Any extension of the period during which the Offer is open will be
followed, as promptly as practicable, by public announcement thereof, such
announcement to be issued not later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. During
any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the rights of a tendering stockholder
to withdraw such stockholder's Shares (except during the subsequent offering
period).
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (except during the subsequent offering period) and, unless
theretofore accepted for payment pursuant to the Offer, also may be withdrawn at
any time after Thursday, September 28, 2000. Except as otherwise provided in
Section 4 of the Offer to Purchase, tenders of Shares made pursuant to the Offer
are irrevocable. For a withdrawal of Shares tendered pursuant to the Offer to be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase. Any notice of withdrawal must specify
the name, address and taxpayer identification number of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder of such Shares, if different from that of the person who
tendered the Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such Shares have been tendered for
the account of an Eligible Institution (as defined in the Offer to Purchase),
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination will be final and binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer or the
Merger will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or foreign
tax laws. Stockholders should consult with their own tax advisors as to the
particular tax consequences of the Offer and the Merger to them, including
the applicability and effect of the alternative minimum tax and any state,
local or foreign income and other tax laws and of changes in such tax laws.
For a more complete description of certain U.S. federal income tax
consequences of the Offer and the Merger, see Section 5 of Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.
The Company has provided the Purchaser with its list of stockholders and
security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase, the related Letter of Transmittal
and other related materials are being mailed to record holders of Shares and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance and copies of the Offer to
Purchase, the Letter of Transmittal and all other tender offer materials may
be directed to the Information Agent or the Dealer Manager at their
respective addresses and telephone numbers set forth below and will be
furnished promptly at the Purchaser's expense. The Purchaser will not pay any
fees or commissions to any broker or dealer or any other person (other than
the Dealer Manager and the Information Agent) for soliciting tenders of
Shares pursuant to the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
J.P. MORGAN & CO.
60 Wall Street
New York, New York 10260-0060
Call Toll-Free (877) 576-7940
July 31, 2000