Item 8.01 Other Events.
As previously disclosed, on November 7, 2020, Navistar International
Corporation, a Delaware corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with TRATON SE, a Societas Europaea
("Parent") and Dusk Inc., a Delaware corporation and a wholly owned indirect
subsidiary of Parent ("Merger Subsidiary"), pursuant to which Merger Subsidiary
will be merged with and into the Company, with the Company continuing as the
surviving corporation (the "Surviving Corporation") and becoming a wholly owned
indirect subsidiary of Parent (the "Merger").
The completion of the Merger is conditioned upon the expiration or termination
of the waiting period applicable to the consummation of the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Waiting Period"). The HSR Waiting Period expired on February 12, 2021 at 11:59
p.m. Eastern Time.
The expiration of the waiting period under the HSR Act satisfies one of the
conditions to the closing of the Merger. The Merger remains subject to other
closing conditions, including, among others, the receipt of other applicable
regulatory approvals in jurisdictions outside of the United States. Based on the
current status of the parties' applications for such regulatory approvals, the
Company and Parent continue to expect to complete the Merger mid-2021, subject
to the satisfaction or permitted waiver of the other conditions to closing.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Navistar by TRATON. In connection with the proposed
acquisition, Navistar has filed relevant materials with the SEC, including a
proxy statement on Schedule 14A. INVESTORS AND STOCKHOLDERS OF NAVISTAR ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING NAVISTAR'S
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. Investors and stockholders of Navistar will be able to
obtain the proxy statement and other documents filed with the SEC free of charge
at the SEC's web site, http://www.sec.gov.
Participants in the Solicitation
Navistar, TRATON and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Navistar's
stockholders in respect of the proposed acquisition. Information about the
directors and executive officers of Navistar is set forth in the proxy statement
for its 2021 annual meeting of stockholders, which was filed with the SEC on
January 29, 2021, and in the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 2020, which was filed with the SEC on December 17, 2020.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the SEC in respect of the proposed transaction when they become
available.
Forward-Looking Statements
Certain statements in this communication, that are not purely historical, may
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and
the Private Securities Litigation Reform Act of 1995, each as amended.
Forward-looking statements provide current expectations of future events and
include any statement that does not directly relate to any historical or current
fact. Words such as "anticipates," "believes," "expects," "intends," "plans,"
"projects," or other similar expressions may identify such forward-looking
statements.
Actual results may differ materially from those discussed in forward-looking
statements as a result of factors, risks and uncertainties over which Navistar
has no control. These factors, risks and uncertainties include, but are not
limited to, the following: (i) conditions to the completion of the proposed
acquisition, including stockholder approval of the proposed acquisition, may not
be satisfied or the regulatory approvals required for the proposed acquisition
may not be obtained on the terms expected or on the anticipated schedule;
(ii) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement between the parties to the
proposed acquisition; (iii) the effect of the
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announcement or pendency of the proposed acquisition on Navistar's business
relationships, operating results, and business generally; (iv) risks that the
proposed acquisition disrupts Navistar's current plans and operations and
potential difficulties in Navistar's employee retention as a result of the
proposed acquisition; (v) risks related to diverting management's attention from
our ongoing business operations; (vi) potential litigation that may be
instituted against Navistar or its directors or officers related to the proposed
acquisition or the Merger Agreement between the parties to the proposed
acquisition; (vii) the amount of the costs, fees, expenses and other charges
related to the proposed acquisition; and (viii) such other factors as are set
forth in Navistar's periodic public filings with the SEC, including but not
limited to those described under the headings "Risk Factors" and "Forward
Looking Statements" in its Form 10-K for the fiscal year ended October 31, 2020
and in its other filings made with the SEC from time to time, which are
available via the SEC's website at www.sec.gov.
Forward-looking statements reflect the views and assumptions of management as of
the date of communication with respect to future events. Navistar does not
undertake, and hereby disclaims, any obligation, unless required to do so by
applicable securities laws, to update any forward-looking statements as a result
of new information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by Navistar or
any other person that the events or circumstances described in such statement
are material.
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