At press time, Dana Corp. announced that its board of directors had rejected a hostile takeover bid by ArvinMeritor Inc.
On July 9, ArvinMeritor had issued an unsolicited tender offer for all outstanding shares of Dana common stock at a price of $15.00 per share.
In response, Dana filed a Schedule 14D-9 with the Securities and Exchange Commission recommending that its shareholders not tender their stock in response to this offer.
Dana's board said it rejected ArvinMeritor's bid because “ArvinMeritor's offer is a financially inadequate, high-risk proposal that is not in the best interests of Dana or its shareholders.” The board also cited “significant financing risks and serious antitrust concerns raised by the offer that could prevent its completion.”
One major issue the takeover bid has raised for trucking is what it would do to the marketing alliance for trucking products and services Dana has had up and running with Eaton Corp. for five years.
Known by the Roadranger trade name, that lucrative deal could come undone if ArvinMeritor does ever take over Dana.
None of the players responded to inquiries about this possibility from FleetOwner. It stands to reason that if the takeover succeeds a combination of ArvinMeritor-Dana-Eaton serving trucking might not pass antitrust muster.
As Dana has pointed out, merging it and ArvinMeritor alone could set off antitrust warning bells — since the two control 80 to 100% of the medium- and heavy-truck market for axles, driveshafts and foundation brakes.
ArvinMeritor has said its tender offer of $15 per share in cash was a premium of 56% over Dana's closing stock price on June 3 and a premium of 25% over the July 7 closing price.
Another potential monkey wrench is that ArvinMeritor, as of press time, had not reached agreements with lenders on financing for the proposed $2.2 billion merger, according to published reports.
ArvinMeritor has said it intends to use a combination of cash and new financings to purchase all of Dana's common stock. The financings could include new credit facilities, the sale of debt securities such as high-yield bonds or accounts receivable securitizations, or other methods to raise capital.
