Meritor, Arvin Industries in ‘merger of equals”

TROY, Mich., and COLUMBUS, Ind. (April 6, 2000) — Meritor Automotive Inc. and Arvin Industries Inc. said today they have signed a definitive agreement to combine their businesses in what is being called a “strategic merger of equals.”

The new company, to be called ArvinMeritor Inc., will have combined revenues of $7.5 billion and supply a broad portfolio of original and aftermarket components for light and heavy vehicle undercarriage, drivetrain, exhaust and aperture modules, and other systems.

Arvin Industries produces automotive components including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel and RydeFX shock absorbers; Purolator filters; and StrongArm gas-charged lift supports. The company had 1999 revenue of $3.1 billion US.

Meritor, with 1999 sales of $4.5 billion, is a global supplier of a broad range of components and systems for commercial, specialty, and automotive OEMs and the aftermarket. It consists of separate business divisions for heavy-vehicle and light-vehicle systems.

The combination will also expand their light and heavy vehicle systems product range and strengthen their presence in the worldwide motor vehicle aftermarket, the companies said.

Meritor shareholders will own approximately 65.8% and Arvin shareholders will own approximately 34.2% of the new company’s shares. Arvin shareholders will receive one full share of ArvinMeritor common stock, plus $2 of cash consideration for each share of Arvin common stock. Meritor shareholders will receive 0.75 shares of ArvinMeritor common stock for each share of Meritor common stock.

Meritor chairman and CEO Larry Yost will be chairman and CEO of the new company. Bill Hunt, chairman and CEO of Arvin, will serve as ArvinMeritorÕs vice-chairman and president.

“The new company represents a perfect fit between two outstanding enterprises and management teams,” said Yost. “Each enterprise has an excellent track record of growing earnings and major accomplishments over the past few years. This merger of equals É enables us to not only preserve the current strengths of both companies, but also to leverage those complementary strengths to our advantage, as we strive to improve shareholder value and provide superior products and better service to our customers in the future.”