EXHIBIT 99
CONTACTS: MEDIA INQUIRIES
Lin Cummins
(248) 435-7112
linda.cummins@arvinmeritor.com
INVESTOR INQUIRIES
Alice McGuire
(248) 655-2159
alice.mcguire@arvinmeritor.com
ALTERNATE CONTACTS:
Dan Katcher/Ellen Barry
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
ARVINMERITOR RAISES TENDER OFFER FOR DANA TO $18.00 PER SHARE IN CASH
TROY, MICH., (Nov. 17, 2003) -- ArvinMeritor, Inc. (NYSE: ARM) today announced
that it is increasing its tender offer to $18.00 per share in cash to acquire
all of the outstanding common shares of Dana Corporation (NYSE: DCN).
Larry Yost, chairman and chief executive officer of ArvinMeritor, said, "We
continue to believe this is a logical combination that makes strategic sense.
When we first approached Dana on June 4, 2003, Dana's stock was trading at under
$10.00 per share. Since then, nothing in Dana's recent performance has indicated
that its current stock levels are sustainable as an independent company. If the
Dana board gives our offer a fair and objective review, we believe that they
will want to pursue a combination of the two companies. However, our primary
responsibility is to ArvinMeritor's shareowners, and we do not believe it is in
their best interests to continue expending valuable corporate resources for an
indeterminate period of time."
(more)
2
ArvinMeritor said that this is its final offer, and that the company will
terminate its tender offer at 5 p.m. (EST) on Tuesday, Dec. 2, 2003, unless the
Dana board agrees to begin negotiating a definitive merger agreement by that
date.
The following letter was sent to Dana's chairman of the board today,
informing him of ArvinMeritor's increased offer.
Nov. 17, 2003
Mr. Glen Hiner
Chairman of the Board
Dana Corporation
Toledo, Ohio 43697
Dear Glen:
Today, ArvinMeritor is increasing its tender offer to $18.00
per share in cash to acquire all of the outstanding common shares of
Dana Corporation. We want you to know that this is our final offer to
Dana.
We continue to believe that ArvinMeritor and Dana is a logical
combination that makes strategic sense. If your board gives our offer a
fair and objective review, they will want to pursue it. However, our
primary responsibility is to our own shareowners, and we do not believe
it is in their best interests to continue expending valuable corporate
resources for an indeterminate period of time.
We have always maintained that a negotiated transaction is the
most desirable means for combining our two companies. We urge you to
carefully weigh the implications of refusing once again to sit down and
discuss a transaction that would immediately benefit Dana's
shareowners. If the Dana board does not enter into negotiations with
us, they will deprive Dana's shareowners of immediate and substantial
value.
We are hopeful the Dana board recognizes the significant
benefits of our $18.00 per share offer. ArvinMeritor will terminate its
tender offer at 5 p.m. (EST) on Tuesday, Dec. 2, 2003, unless your
board agrees to begin negotiating a
(more)
3
definitive merger agreement in good faith by that date. We look forward
to a timely response.
Sincerely,
/s/ Larry Yost
Larry Yost
ArvinMeritor announced that it has extended its offer for all of the
outstanding common shares of Dana's common stock until 5 p.m. (EST) on Dec. 2,
2003. The offer was previously scheduled to expire at 5 p.m. (EST) on Dec. 1,
2003. At the end of business on Nov. 14, 2003, Dana shareowners had tendered and
not withdrawn approximately 1,017,000 shares pursuant to ArvinMeritor's tender
offer.
ArvinMeritor, Inc. is a premier $8-billion global supplier of a broad range
of integrated systems, modules and components to the motor vehicle industry. The
company serves light vehicle, commercial truck, trailer and specialty original
equipment manufacturers and related aftermarkets. Headquartered in Troy, Mich.,
the company employs approximately 32,000 people at more than 150 manufacturing
facilities in 27 countries. ArvinMeritor common stock is traded on the New York
Stock Exchange under the ticker symbol ARM. For more information, visit the
company's Web site at: www.arvinmeritor.com.
# # #
CPR03-54
111703
The solicitation and offer to purchase is made only pursuant to the Offer to
Purchase and related materials that ArvinMeritor and Delta Acquisition Corp.
filed with the Securities and Exchange Commission on July 9, 2003. Investors and
security holders are advised to read such documents because they include
important information. Investors and security holders may obtain a free copy of
such documents at the SEC's website at www.sec.gov, from ArvinMeritor at 2135 W.
Maple Road, Troy, MI 48084, Attn: Investor Relations, or by contacting Mackenzie
Partners, Inc. at (212) 929-5500 collect or at (800) 322-2885 toll-free or by
email at proxy@mackenziepartners.com.
(more)
4
This press release contains statements relating to future results of the company
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties, including, but not limited to, global economic and
market conditions; the demand for commercial, specialty and light vehicles for
which the company supplies products; risks inherent in operating abroad,
including foreign currency exchange rates; potential increases in raw material
costs; OEM program delays; demand for and market acceptance of new and existing
products; successful development of new products; reliance on major OEM
customers; labor relations of the company, its customers and suppliers; the
outcome of the tender offer for common stock of Dana Corp.; successful
integration of acquired or merged businesses; the ability to achieve the
expected annual savings and synergies from past and future business
combinations; competitive product and pricing pressures; the amount of the
company's debt; the ability of the company to access capital markets; credit
ratings of the company's debt; the outcome of existing and any future legal
proceedings, including any litigation with respect to environmental or
asbestos-related matters; as well as other risks and uncertainties, including,
but not limited to, those detailed from time to time in the filings of the
company with the Securities and Exchange Commission.