UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by
the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Sec.240.14a-11(c) or
Sec.240.14a-12.
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Navistar International Corporation
(Exact name of registrant as
specified in its charter)
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Delaware
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1-9618
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36-3359573
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2701 Navistar
Drive
Lisle
Illinois
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(Address of Principal Executive Offices)
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(Zip Code)
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(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Fee paid
previously with preliminary materials.
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Check box
if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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The following is a transcript of a
video message from Persio Lisboa, Chief Executive Officer of
Navistar International Corporation (“Navistar”), which was
made available to Navistar employees on November 7, 2020.
CEO Video Script
Hello, everyone. I hope you are all enjoying your
weekend.
I wouldn’t typically be reaching out on a weekend, but today I
want you to hear first from me some exciting news.
We have entered into a definitive agreement to be acquired by
TRATON, one of the world’s largest commercial vehicle
manufacturers.
The Navistar Board of Directors reviewed a range of strategic
opportunities for the company, and they determined this transaction
was in the best interest of the company and of our
stockholders.
I want to provide a little more color on what this means for
our company and our Navistar team.
This combination is the logical next step in our relationship
with TRATON. Our existing strategic alliance has been extremely
successful, and TRATON has been highly supportive of our Navistar
4.0 strategy.
Looking forward, we offer TRATON a powerful presence in the
North American truck and bus market.
This complements TRATON’s well-established presence in Europe
and South America … and establishes the combined company as a
global leader.
Together, we will create a global champion in commercial
vehicles. In fact, we believe it will be the world’s second-largest
company in our industry.
The combined company will not only have enhanced scale. It
will also have a strong portfolio of best-in-class brands, and it
will be a clear leader in delivering cutting-edge products,
technologies, and services.
The combination will create new opportunities for our
customers, dealers and suppliers. It will provide us with access to
world-leading advances in powertrain development, safety and other
emerging technologies … and it will strengthen our ability to drive
future investments.
It will also lead to greater opportunities for you – our
Navistar team. You are an important part of why TRATON was
interested in pursuing this transaction.
This combination is all about growth. TRATON is investing in
us to grow.
The long-term vision is very exciting. So, what comes
next?
Our plan is to close the transaction in mid-2021. In the first
calendar quarter, we will go through shareholder approval and after
that through anti-trust regulatory approvals.
Until that time, we all need to remain focused on Navistar
4.0. Our
Navistar 4.0 strategy is very solid and is the path that will take
us into a great future.
Let’s keep up the momentum, stay focused and have a lot of fun
along the way.
Thank you again and have a great weekend!
Additional Information and Where to
Find It
This communication may be deemed to
be solicitation material in respect of the proposed acquisition of
Navistar by TRATON SE (“TRATON”). In connection with
the proposed acquisition, Navistar intends to file relevant
materials with the SEC, including a proxy statement on Schedule
14A. INVESTORS AND STOCKHOLDERS OF NAVISTAR ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING NAVISTAR’S
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED ACQUISITION. Investors and stockholders of
Navistar will be able to obtain the proxy statement and other
documents filed with the SEC (when available) free of charge at the
SEC’s web site, http://www.sec.gov. The proxy statement is
not currently available.
Participants in the
Solicitation
Navistar, TRATON and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Navistar’s
stockholders in respect of the proposed acquisition.
Information about the directors and executive officers of Navistar
is set forth in the proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on January 6, 2020, and
in the Company’s Annual Report on Form 10-K for the fiscal year
ended October 31, 2019, which was filed with the SEC on December
17, 2019. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available.
Forward-Looking Statements
Certain statements in this
communication, that are not purely historical, may constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of 1995,
each as amended. Forward-looking statements provide current
expectations of future events and include any statement that does
not directly relate to any historical or current fact. Words
such as “anticipates,” “believes,” “expects,” “intends,” “plans,”
“projects,” or other similar expressions may identify such
forward-looking statements.
Actual results may differ
materially from those discussed in forward-looking statements as a
result of factors, risks and uncertainties over which Navistar has
no control. These factors, risks and uncertainties include,
but are not limited to, the following: (i) conditions to the
completion of the proposed acquisition, including stockholder
approval of the proposed acquisition, may not be satisfied or the
regulatory approvals required for the proposed acquisition may not
be obtained on the terms expected or on the anticipated schedule;
(ii) the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement between
the parties to the proposed acquisition; (iii) the effect of the
announcement or pendency of the proposed acquisition on Navistar’s
business relationships, operating results, and business generally;
(iv) risks that the proposed acquisition disrupts Navistar’s
current plans and operations and potential difficulties in
Navistar’s employee retention as a result of the proposed
acquisition; (v) risks related to diverting management’s attention
from our ongoing business operations; (vi) potential litigation
that may be instituted against Navistar or its directors or
officers related to the proposed acquisition or the merger
agreement between the parties to the proposed acquisition; (vii)
the amount of the costs, fees, expenses and other charges related
to the proposed acquisition; and (viii) such other factors as are
set forth in Navistar’s periodic public filings with the SEC,
including but not limited to those described under the headings
“Risk Factors” and “Forward Looking Statements” in its Form 10-K
for the fiscal year ended October 31, 2019, its quarterly report on
Form 10-Q for the period ended April 30, 2020, and in its other
filings made with the SEC from time to time, which are available
via the SEC’s website at www.sec.gov.
Forward-looking statements reflect
the views and assumptions of management as of the date of this
communication with respect to future events. Navistar does
not undertake, and hereby disclaims, any obligation, unless
required to do so by applicable securities laws, to update any
forward-looking statements as a result of new information, future
events or other factors. The inclusion of any statement in
this communication does not constitute an admission by Navistar or
any other person that the events or circumstances described in such
statement are material.
