Volkswagen’s Traton commercial truck unit said on Thursday it increased its offer for all outstanding shares of Illinois-based Navistar International Corporation not already owned by Traton to $43 per share in cash — a total of roughly $3.6 billion.
Traton said the increased offer represents a 23% increase from the $35 per Navistar share that Traton offered at the end of January.
Traton currently holds 16.8% of Navistar’s outstanding common shares.
US financier Carl Icahn holds 16.9% of Navistar stock, with hedge fund MHR Fund Management LLC owning about 16.3%.
“We continue to believe in the compelling strategic benefits that a complete merger of Traton and Navistar would produce,” said Traton CEO Matthias Gründler.
“This is why we are re-emphasizing our interest in the transaction in spite of the Covid-19 pandemic.”
Traton said it now expects that the independent members of Navistar’s board of directors will review the increased offer.
“The offer remains subject to a satisfactory due-diligence process as well as negotiation and a common understanding as regards the merger agreement,” said Traton.
“This merger agreement, which has yet to be worked out, would be subject to final approval by the boards of Traton and Volkswagen AG, and by the board of directors of Navistar and the company’s stockholders.”
In a statement, Navistar said: “Navistar International Corporation today confirmed that it has received a revised proposal from Traton SE to acquire Navistar for $43 per share in cash.
“Navistar’s board of directors and management team are committed to exploring all avenues to maximize value.
“Consistent with its fiduciary duties, the board will carefully review the revised proposal from Traton in consultation with its advisors to determine the course of action that it believes is in the best interests of the company and its stakeholders.
“Navistar shareholders do not need to take any action at this time, and there is no assurance that any transaction with Traton will occur or be consummated.
“Navistar does not intend to make any additional comments regarding the proposal unless and until it is appropriate to do so, or a formal agreement has been reached.
“JP Morgan and PJT Partners are acting as Navistar’s financial advisors. Sullivan & Cromwell LLP is providing legal counsel.”