TROY, Mich., Aug. 31 /PRNewswire-FirstCall/ -- ArvinMeritor, Inc.
(NYSE: ARM) today announced an offer to exchange a new series of Senior Notes
due Sept. 15, 2015 (the "New Notes") for up to $300 million of its outstanding
$499 million 6.80 percent Senior Notes due Feb. 15, 2009 (CUSIP No. 59000G AA
8), and $150 million 7.125 percent Senior Notes due March 15, 2009 (CUSIP No.
043339 CA 6) (the "Old Notes"). Consummation of the exchange offer is subject
to a number of conditions, including the absence of certain adverse legal and
market developments and the valid tender of at least $100 million aggregate
principal amount of the Old Notes prior to the expiration of the exchange
The offering is only made, and copies of the offering documents will only
be made available to, holders of Old Notes that have certified certain matters
to the company, including their status as "qualified institutional buyers"
within the meaning of Rule 144A under the Securities Act of 1933 ("Eligible
Holders"). An offering memorandum, dated today, will be distributed to
Eligible Holders and is available to Eligible Holders through the information
agent, Global Bondholder Services Corp. at (866) 470-4200 or (212) 430-3774.
The following provides a brief summary of key elements of the exchange
* The exchange offer will expire at 12 midnight, (ET), on Sept. 28, 2005,
unless extended or terminated. Tenders of Old Notes may be withdrawn at any
time prior to 5 p.m., (ET), on Sept. 14, 2005, subject to extension.
* The company is offering to exchange, for each $1,000 principal amount
of Old Notes, a like principal amount of New Notes, and cash. The total
exchange price will include an early participation payment, payable only to
holders of Old Notes that tender their Old Notes at or before 5 p.m., (ET), on
Sept. 14, 2005, subject to extension.
* The total exchange price for the Old Notes is based on a fixed-spread
pricing formula and will be calculated at 2 p.m., (ET), on Sept. 26, 2005.
* The New Notes will mature on Sept. 15, 2015 and will bear interest at
an annual rate, determined two business days prior to the expiration of the
exchange offers, such that the new issue price will be at or below, but as
close as possible to, par.
The New Notes have not been registered under the Securities Act or any
state securities laws. Therefore, the New Notes may not be offered or sold in
the United States, absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
This press release does not constitute an offer to purchase any securities
or a solicitation of an offer to sell any securities. The exchange offers are
being made only pursuant to an offering memorandum and related letter of
transmittal, and only to such persons and in such jurisdictions as is
permitted under applicable law.
ArvinMeritor, Inc. is a premier $8 billion global supplier of a broad
range of integrated systems, modules and components to the motor vehicle
industry. The company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and related aftermarkets.
Headquartered in Troy, Mich., ArvinMeritor employs approximately 31,000 people
at more than 120 manufacturing facilities in 25 countries. ArvinMeritor
common stock is traded on the New York Stock Exchange under the ticker symbol
ARM. For more information, visit the company's Web site at:
This press release contains statements relating to future results of the
company (including certain projections and business trends) that are "forward-
looking statements" as defined in the Private Securities Litigation Reform Act
of 1995. Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including, but not limited to,
global economic and market conditions; the demand for commercial, specialty
and light vehicles for which the company supplies products; risks inherent in
operating abroad (including foreign currency exchange rates and potential
disruption of production and supply due to terrorist attacks or acts of
aggression); availability and cost of raw materials, including steel; OEM
program delays; demand for and market acceptance of new and existing products;
successful development of new products; reliance on major OEM customers; labor
relations of the company, its customers and suppliers; the financial condition
of the company's suppliers and customers, including potential bankruptcies;
successful integration of acquired or merged businesses; the ability to
achieve the expected annual savings and synergies from past and future
business combinations; success and timing of potential divestitures; potential
impairment of long-lived assets, including goodwill; competitive product and
pricing pressures; the amount of the company's debt; the ability of the
company to access capital markets; credit ratings of the company's debt; the
outcome of existing and any future legal proceedings, including any litigation
with respect to environmental or asbestos-related matters; as well as other
risks and uncertainties, including, but not limited to, those detailed from
time to time in the filings of the company with the Securities and Exchange
SOURCE ArvinMeritor, Inc.
Investor Inquiries: Brian Casey, +1-248-435-0015, firstname.lastname@example.org
Media Inquiries: Krista McClure, +1-248-435-7115, email@example.com
both of ArvinMeritor, Inc.
Web site: http://www.arvinmeritor.com