Supplemental Disclosures to Definitive Proxy Statement
As
previously disclosed, on November 7, 2020, Navistar International Corporation, a Delaware corporation (the Company or Navistar), entered into an Agreement and Plan of Merger (the Merger
Agreement) with TRATON SE, a Societas Europaea (Parent or TRATON), and Dusk Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (Merger Sub), pursuant to
which Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving company in the Merger as a wholly owned indirect subsidiary of Parent.
On January 7, 2021 and February 18, 2021, three substantially similar complaints were filed against the Company and the members of the
Companys board of directors (the Board) in the United States District Court for the District of Delaware by purported stockholders of the Company, captioned Stein v. Navistar International Corporation, et al.,
Case No. 21-cv-00013 (D. Del.) (Stein), LaFrance v. Navistar International Corporation, et al., Case No.
21-cv-00016 (D. Del.) (LaFrance), and Williams v. Navistar International Corporation, et al., Case No. 21-cv-00225 (D. Del.) (Williams), respectively. On January 19, 2021, January 21, 2021, and February 11, 2021, substantially similar
complaints were filed against the Company and the members of the Board in the United States District Court for the Southern District of New York, captioned Anderson v. Navistar International Corporation, et al., Case No. 21-cv-00453 (S.D.N.Y) (Anderson), Grinberger v. Navistar International Corporation, et al., Case No. 21-cv-00561 (S.D.N.Y) (Grinberger), Sheridan v. Navistar International Corporation, et al., Case No.
21-cv-01233 (S.D.N.Y) (Sheridan), and Arnold v. Navistar International Corporation, et al., Case No. 21-cv-01236 (S.D.N.Y) (Arnold), respectively. Anderson also names Parent and Merger Sub as defendants. On January 25, 2021, a substantially similar complaint was filed against the
Company and the members of the Board in the United States District Court for the Eastern District of New York, captioned Walker v. Navistar International Corporation, et al., Case No. 21-cv-00398 (E.D.N.Y.) (Walker). On February 19, 2021, a substantially similar complaint was filed against the Company and the members of the Board in the United States District Court
for the Eastern District of Pennsylvania, captioned Baker v. Navistar International Corporation, et al., Case No. 21-cv-00762 (E.D. Pa.)
(Baker). The complaints allege that the Proxy Statement (defined below) and preliminary versions of the Proxy Statement filed with the SEC on December 22, 2020 and January 21, 2021, were materially incomplete and
therefore misleading in certain respects. On January 20, 2021, a putative class action complaint was filed against the Company, the members of the Board, Parent and TRATON US, Inc. in the Circuit Court of DuPage County, Illinois, Chancery
Division, captioned Drulias v. Clarke, et al., Case No. 2021-CH-000022 (Ill. DuPage Cty. Cir. Ct.) (Drulias and, together with Stein,
LaFrance, Anderson, Grinberger, Walker, Sheridan, Arnold, Williams and Baker, the Complaints). Drulias alleges breaches of the fiduciary duties of due care, good faith, loyalty, fair dealing and full disclosure under Delaware law
by the Company and the members of the Board, and alleges that Parent and TRATON US, Inc. aided and abetted such alleged breaches of fiduciary duties. On January 29, 2021, the Company filed the definitive proxy statement relating to the Merger
(the Proxy Statement).
While the Company believes that the disclosures set forth in the Proxy Statement comply fully with applicable
law, in order to moot the purported stockholders disclosure and breach of fiduciary duty claims in the Complaints, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Merger, the Company has
determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity
or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Complaints that any additional disclosure was or is required or that any fiduciary duty was or
is breached. The Company believes the Complaints are without merit.
This supplemental information should be read in conjunction with the Proxy Statement,
which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced
disclosure in the Proxy Statement.
The following disclosure replaces the last paragraph under the heading Background of the Merger on
page 58 of the Proxy Statement.
On February 14, 2017, during a joint meeting of the Board and the nominating and governance committee of the
Board, the Board discussed, among other things, the formation of an ad hoc committee of the Board to (i) review, oversee, monitor and act as a liaison for the Strategic Alliance between the Company and TRATON and any other strategic alliance,
collaboration or acquisition involving the Company and (ii) report its findings and make recommendations to the Board with respect thereto (the Chairmans Committee). Following discussion, the Board approved resolutions
establishing the Chairmans Committee, and appointed Mr. Clarke, the Chairman of the Board, and Messrs. Mark H. Rachesky and Vincent Intrieri, each co-lead independent directors of the Board, as Vice
Chairs of the Chairmans Committee. The resolutions approved at the joint meeting do not provide specific authority with respect to approving any proposals regarding the Strategic Alliance or any other strategic alliance, collaboration or
acquisition involving the Company.