TROY, Mich., Sept. 16 /PRNewswire-FirstCall/ -- ArvinMeritor, Inc.
(NYSE: ARM) today announced the expiration of the early participation period
in connection with its offer to exchange a new series of Senior Notes due
Sept. 15, 2015 (the "New Notes") for up to $350 million of its outstanding
$499 million 6.80 percent Senior Notes (the "6.80 percent Notes") due Feb. 15,
2009 and $150 million 7.125 percent Senior Notes (the "7.125 percent Notes"
and, together with the 6.80 percent Notes, the "Old Notes") due March 15,
2009. The early participation period, which was originally due to expire on
Sept. 14, 2005, had been extended to 5 p.m. (ET) today.
As of 5 p.m. (ET) on Sept. 16, 2005, approximately $252.5 million
aggregate principal amount of outstanding Senior Notes had been validly
tendered for exchange, including $193.9 of the 6.80 percent Notes and $58.6 of
the 7.125 percent Notes.
The total exchange price for the Notes is based upon a fixed-spread
pricing formula and will be calculated at 2 p.m. (ET) on Sept. 26, 2005.
Holders of the Old Notes who validly tendered by the early participation date
and have not validly withdrawn their tenders will receive an early
participation payment as described in the offering memorandum and letter of
transmittal. The exchange offer is scheduled to expire at midnight on Sept.
28, 2005, unless extended.
The exchange offer is limited to holders of the 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 Aug. 31, 2005 was
distributed to Eligible Holders and is available to Eligible Holders through
the information agent, Global Bondholder Services Corporation at (866) 470-
4200 or (212) 430-3774.
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 is not an offer to sell or a solicitation of an offer
to buy any security. The offer to exchange is being made solely pursuant to
the 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.