Filed by Arvin Industries, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of 1934
Subject Company: Arvin Industries, Inc.
Commission File No. 001-00302
The following press release was issued jointly by Arvin Industries, Inc. and
Meritor Automotive, Inc. on Thursday, June 8, 2000:
CONTACTS: MEDIA INQUIRIES
Christine Zwicke
248/435-7774
[email protected]
John Brown
812/379-3389
[email protected]
INVESTOR INQUIRIES
Paul Ryder
248/435-4702
[email protected]
Beth Gurnack
812/379-3206
[email protected]
MERITOR AND ARVIN SET DATE FOR SPECIAL MEETINGS TO APPROVE MERGER
TROY, MICH., and COLUMBUS, IND. (June 8, 2000) - Meritor Automotive, Inc.
(NYSE:MRA) and Arvin Industries, Inc. (NYSE:ARV), announced that they will hold
special meetings of their respective stockholders on July 6, 2000, to gain
approval of their proposed merger, which was first announced on April 6, 2000.
Pursuant to the terms of the merger agreement, Meritor and Arvin will be
combined to form a new company, ArvinMeritor, Inc., to be headquartered in Troy,
Mich., and incorporated in the State of Indiana, with combined annual revenue
of $7.5 billion.
The special meeting of Meritor stockholders will be held at Meritor's
corporate headquarters in Troy, Mich., on July 6, 2000 beginning at 10 a.m.,
local time, and the special meeting of Arvin stockholders will be held at
Arvin's corporate headquarters in Columbus, Ind., on July 6, 2000, beginning at
9 a.m., local time. Meritor and Arvin each has set May 31, 2000, as the record
date for determining stockholders of Meritor and Arvin entitled to attend and
vote at their respective special meetings.
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In addition, Meritor and Arvin announced that ArvinMeritor's Registration
Statement filed with the Securities and Exchange Commission in connection with
the merger has been declared effective by the Commission, and that Meritor and
Arvin are mailing a joint proxy statement-prospectus to their respective
stockholders.
In addition to stockholder approval, the merger is subject to receipt of
customary regulatory approvals. Meritor and Arvin have received notice from the
Federal Trade Commission of early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, with respect to
their proposed merger. Meritor and Arvin also have received notice of approval
of the merger by the European Commission. Under the terms of the merger
agreement, Arvin stockholders will receive one share of ArvinMeritor common
stock plus $2.00 of cash, at the time of the exchange, for each share of Arvin
common stock, while Meritor stockholders will receive 0.75 shares of
ArvinMeritor common stock for each share of Meritor common stock. After the
merger, Meritor stockholders will own approximately 65.8 percent and Arvin
stockholders will own approximately 34.2 percent of ArvinMeritor's shares.
Meritor, with 1999 sales of $4.5 billion, is a global supplier of a broad
range of systems and components for commercial, specialty and light vehicle OEMs
and the aftermarket. Meritor consists of two businesses: Heavy Vehicle Systems,
a leading supplier of complete drivetrain systems and components for medium- and
heavy-duty trucks, trailers and off-highway equipment and specialty vehicles,
including military, bus and coach, and fire and rescue; and Light Vehicle
Systems, a major supplier of roof, door, access control and suspension systems,
and wheel products for passenger cars, light trucks and sport utility vehicles.
Meritor World Wide Web Site Address: www.meritorauto.com
Arvin Industries, Inc., with 1999 sales of $3.1 billion, is a global
manufacturer of automotive components with more than 60 manufacturing facilities
and six technical centers located in 22 countries. Arvin is a leading
manufacturer of automotive exhaust systems; ride control products; air, oil and
fuel filters; and gas-charged lift supports. Its
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products are sold under various trademarks including Arvin, Maremont, Timax,
ANSA and ROSI exhaust systems; Gabriel and RydeFX shock absorbers; Purolator
filters; and StrongArm gas-charged lift supports. Arvin Industries World Wide
Web Site Address: www.arvin.com
# # #
This news release contains "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 those detailed from time to time in Meritor's and
Arvin's Securities and Exchange Commission (the "Commission") filings. Such
risks and uncertainties also include: materially adverse changes in economic
conditions in the markets in which the companies operate; costs related to the
merger; substantial delay in the expected closing of the merger; and the risk
that Meritor's and Arvin's businesses will not be integrated successfully.
Meritor and Arvin are mailing a definitive joint proxy statement/prospectus
to stockholders of Meritor and Arvin containing information about the merger.
The joint proxy statement/prospectus is included in the Registration Statement
filed by ArvinMeritor with the Commission. WE URGE INVESTORS AND STOCKHOLDERS TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain free copies of the definitive joint proxy
statement/ prospectus and other documents at the Commission's website at
www.sec.gov. In addition, documents filed with the Commission by Meritor will be
available free of charge from Meritor (at Meritor's website at
www.meritorauto.com) or by contacting Bonnie Wilkinson, Meritor Automotive,
Inc., 2135 West Maple Road, Troy, Michigan 48084; telephone (248) 435-0762.
Documents filed with the Commission by Arvin will be available free of charge
from Arvin (at Arvin's website at www.arvin.com) or by contacting Ronald R.
Snyder, Arvin Industries, Inc., One Noblitt Plaza, Columbus, Indiana 47202;
telephone (812) 379-3982.
Meritor, Arvin, and their respective officers and directors may be deemed to
be participants in the solicitation of proxies from their shareholders with
respect to the transactions contemplated by the merger agreement. Information
concerning the participants in the solicitation is set forth in the definitive
joint proxy statement/prospectus.
