Dusk Inc. completed the acquisition of 83.2% stake in Navistar International Corporation from Icahn Capital LP, MHR Fund Management LLC and others.
The offer is subject to certain conditions, including in particular the conduct of due diligence exercise, the negotiation of a definitive merger agreement and stockholder support agreements with certain major stockholders of Navistar International Corporation, the approval of the transaction by the relevant boards of Traton SE and Volkswagen AG, approval by the Board of Directors and the shareholders of Navistar International Corporation, approval by the Committee on Foreign Investment in the United States, the granting of certain regulatory approvals and antitrust and other regulatory filings and waiting periods. This agreement in principle remains subject to agreeing on the conclusion of a merger agreement and related transaction documents and the approval of the transaction by the executive bodies and committees of Traton and Volkswagen. The offer is not subject to any financing contingency. As of January 30, 2020, Navistar International Corporation advised its shareholders to take no action in respect of the offer. As of September 14, 2020, Navistar's Board of Directors has unanimously concluded that while Dusk Inc.'s revised proposal of $43.00 per share significantly undervalues Navistar and substantial synergies from a combination, it does represent a starting point for further exploring the possibility of a transaction. The Board believes the best way for Dusk Inc. to appreciate the true value of a potential combination is to allow it to conduct due diligence and engage in further synergy discussions with Navistar. Navistar rejected the under-priced improved buyout bid by Dusk Inc. On October 14, 2020, Dusk Inc. informed Navistar that its offer of $43 per share would expire if not accepted by October 16, 2020. As of October 16, 2020, Dusk Inc. will extend the previously announced expiration of offer to acquire Navistar to a date and time mutually agreed upon in order to proceed with the finalization of the definitive agreements for a transaction at $44.50 per share in cash. The transaction is expected to close by the end of 2020. As of November 7, 2020, the executive board and the supervisory board of Dusk Inc. as well as the boards of Volkswagen Aktiengesellschaft have approved the transaction. The board of directors of Navistar has approved the conclusion of the merger agreement. As of March 2, 2021, the transaction got approval from stockholders of Navistar International for the proposal to acquire all of the remaining outstanding common shares of Navistar at a price of $44.5 per share in cash. The HSR Waiting Period expired on February 12, 2021. As of June 30, 2021, all regulatory approvals necessary to complete the merger with Dusk were received. The deal is expected to take place mid-2021. As of June 30, 2021, the closing date of the merger is expected to be on July 1, 2021.
George R. Bason, Michael Davis, Edmond T. FitzGerald, Adam Kaminsky, John B. Reynolds, David H. Schnabel, Neil H. MacBride, Andrew Ditchfield and Jesse Solomon of Davis Polk & Wardwell LLP acted as legal advisors for Dusk Inc Francis Aquila, Carsten Berrar and Scott Crofton of Sullivan & Cromwell LLP acted as the legal advisors to Navistar as part of the transaction. Goldman Sachs Group Inc. and Bank of America Corp acted as the financial advisors to Dusk Inc. as part of the transaction. JPMorgan Chase & Co. (NYSE:JPM) and PJT Partners acted as the financial advisor to Navistar International Corporation (NYSE:NAV). Ralph Wollburg, Timon Grau, Christoph Barth and Achim Kirchfeld of Linklaters LLP acted as legal advisors to Volkswagen AG parent of Traton SE. Alliance Advisors LLC acted as information agent to Navistar and will receive a fee of $16,000 for its services. Goldman Sachs Bank Europe SE will receive a fee of $13.13 million for its services. Navistar will pay J.P. Morgan Securities LLC a fee of $10.5 million for its services of which $2 million is payable on delivery of its opinion. PJT Partners, LP will receive fee of $10.5 million of which $2 million is payable on delivery of the opinion.
Dusk Inc. completed the acquisition of 83.2% stake in Navistar International Corporation (NYSE:NAV) from Icahn Capital LP, MHR Fund Management LLC and others on July 1, 2021. In connection with the consummation of the Merger, all of the members of the Board of Directors of Navistar immediately prior to the Effective Time, except for Jeffrey A. Dokho, the Series B director, ceased to be directors of Navistar at the Effective Time and Persio Lisboa, Walter Borst, Matthias Gründler, Christian Schulz, Mathias Carlbaum, and Dr. Klaus Schartel each became a director of Navistar. Mr. Dokho, the Series B director, will remain a director of Navistar.