Additional Proxy Soliciting Materials (definitive) (defa14a)
November 10 2020 - 06:08AM
Edgar (US Regulatory)
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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Total fee paid:
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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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Filing Party:
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Date Filed:
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The following letter was sent by Persio Lisboa, President and Chief
Executive Officer, and Troy Clarke, Executive Chairman of Navistar
International Corporation (“Navistar”) to Navistar’s U.S.
and Canadian dealer networks by email on November 7, 2020 with
respect to the proposed acquisition of Navistar by TRATON SE
(“TRATON”).
TO: U.S. & Canadian Dealers
FROM: Persio Lisboa
and Troy Clarke
SUBJECT:
Navistar Announcement
Dear U.S. and Canadian Dealers,
We’re excited to share with you an important announcement:
that Navistar has entered into a definitive agreement to be
acquired by TRATON, one of the world’s largest commercial vehicle
manufacturers, for $44.50 per share in cash. You can read the full
announcement [at
https://news.navistar.com/Traton_and_Navistar_Reach_Definitive_Agreement].
The combination of our companies will create a global champion
in vehicles with enhanced scale, a strong portfolio of
best-in-class brands, and a clear leader in cutting-edge products,
technologies, and services. Combining TRATON’s strong position in
Europe and substantial presence in South America with Navistar’s
complementary presence in North America will create a global
company with increased reach and enhanced capabilities.
Over the past almost four years, TRATON and Navistar have
benefited from a highly collaborative and productive strategic
alliance focused on procurement and technology development. We view
the proposed acquisition as the logical next step in our
relationship with TRATON. Building on the success of the alliance,
it will allow us to become an even better company.
The strategic rationale for combining our companies is the
opportunity for significantly enhanced product development and
synergy opportunities.
Operationally, it is business as usual until closing of the
transaction. Supporting our customers, dealers, and business
partners is of the utmost importance, and we remain committed to
delivering the best quality and service. Over the coming days,
please do not hesitate to reach out to either of us with any
questions.
If you would like to share this news with your customers, [see
below] a letter template for you to utilize. Thank you for your
continued partnership.
Sincerely,
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Persio Lisboa
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Troy Clarke
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President and CEO
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Executive Chairman
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© BRUNSWICK GROUP 2020 | CONFIDENTIAL | 2
Customer Letter Template
TO:
[Customer
Name]
FROM:
[Sales
Representative]
SUBJECT:
Navistar
Announcement
Valued [Customer Name],
I’m excited to share with you an important announcement: that
Navistar has entered into a definitive agreement to be acquired by
TRATON, one of the world’s largest commercial vehicle
manufacturers, for $44.50 per share in cash. You can read the full
announcement [attached to this email].
The combination of our companies will create a global champion in
vehicles with enhanced scale, a strong portfolio of best-in-class
brands, and a clear leader in cutting-edge products, technologies,
and services. Combining TRATON’s strong position in Europe and
substantial presence in South America with Navistar’s complementary
presence in North America will create a global company with
increased reach and enhanced capabilities.
Over the past almost four years, TRATON and Navistar have benefited
from a highly collaborative and productive strategic alliance
focused on procurement and technology development. We view the
proposed acquisition as the logical next step in our relationship
with TRATON. Building on the success of the alliance, it will allow
us to become an even better company.
The strategic rationale for combining our companies is the
opportunity for significantly enhanced product development and
synergy opportunities.
Operationally, it is business as usual until closing of the
transaction. Supporting you is of the utmost importance, and we
remain committed to delivering the best quality and service. Over
the coming days, please do not hesitate to reach out to us with any
questions.
Thank you for your business and continued partnership.
Sincerely,
[Sales Representative Name and Signature]
© BRUNSWICK GROUP 2020 |
CONFIDENTIAL | 3
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. 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.
© BRUNSWICK GROUP 2020 | CONFIDENTIAL
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