LISLE, Ill., March 2, 2021 /PRNewswire/ -- Navistar
International Corporation ("Navistar") (NYSE: NAV), a leading U.S.
truck maker, announced that, at its annual meeting of stockholders
held today, stockholders approved TRATON's proposal to acquire all
of the outstanding common shares of Navistar at a price of
USD 44.50 per share in cash. The
transaction remains subject to regulatory approvals and the
satisfaction of customary closing conditions. Navistar continues to
expect that the transaction will be completed in mid-2021.
Navistar stockholders also voted at the meeting to approve all
other proposals, including two non-binding proposals regarding
executive compensation arrangements, the election of Navistar
directors, and the ratification of Navistar's independent
registered public accounting firm.
Navistar will file the final vote results for the annual meeting
with the U.S. Securities and Exchange Commission on a form 8-K.
About Navistar
Navistar International Corporation
(NYSE: NAV) is a holding company whose subsidiaries and affiliates
produce International® brand commercial trucks, proprietary diesel
engines, and IC Bus® brand school and commercial buses. An
affiliate also provides truck and diesel engine service parts.
Another affiliate offers financing services. Additional information
is available at www.Navistar.com.
Forward-Looking Statements
Certain statements in
this press release, 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 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 Agreement and Plan of Merger, dated as of
November 7, 2020, by and among
Navistar, TRATON SE, a Societas Europaea and Dusk Inc., a
Delaware corporation (the "Merger
Agreement"); (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 and existing litigation that
may be instituted, or has been instituted, against Navistar or its
directors or officers related to the proposed acquisition or the
Merger Agreement; (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 Securities and Exchange Commission ("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,
2020, which was filed with the SEC on December 17, 2020, the definitive proxy statement
on Schedule 14A, which was filed with the SEC on January 29. 2021, in connection with the proposed
acquisition 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 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.
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SOURCE Navistar International Corporation