Attached files
| file | filename |
|---|---|
| EX-10 - PURCHASE AND SALE AGREEMENT DATED AS OF AUGUST 3, 2010 - MERITOR, INC. | exhibit10.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): August 3, 2010
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| Indiana | 1-15983 | 38-3354643 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File No.) | Identification No.) |
2135 West Maple
Road
Troy, Michigan
(Address of principal executive offices)
Troy, Michigan
(Address of principal executive offices)
48084-7186
(Zip code)
(Zip code)
Registrant’s telephone
number, including area code: (248) 435-1000
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive
Agreement
On August 3, 2010, ArvinMeritor, Inc. (“ArvinMeritor”) announced that it
had entered into an agreement to sell its Body Systems business to 81
Acquisition LLC, an affiliate of Inteva Products, LLC, a wholly owned subsidiary
of The Renco Group, Inc., a New York company (the “Agreement”). Total
consideration (including $20 million in cash at closing and a promissory note
for $15 million) is expected to be approximately $35 million and is subject to
certain potential adjustments for items such as working capital fluctuations.
The Agreement also provides that the purchaser will pay to the seller an amount
equal to the value of the cash that remains in the business at closing, some of
which will be paid at closing of the transaction and other amounts to be paid
over time. Upon signing of the Agreement, $10 million of
the purchase price was placed in escrow pending closing of the sale
process. ArvinMeritor expects to complete the
transaction by the end of calendar year 2010, subject to regulatory approvals
and other customary closing conditions. The Body Systems business is expected to
be presented in discontinued operations in ArvinMeritor’s consolidated financial
statements at September 30, 2010.
The Agreement contains customary
representations, warranties and covenants of the seller and the purchaser as
further set forth in the Agreement. The Agreement also includes provisions
governing the retention by the seller and assumption by the purchaser of
responsibilities with regard to pension, environmental, warranty and other
liabilities; transition of employees and responsibility for employee
compensation and benefits; tax matters and post-closing taxes; use of trademarks
and logos; and post-closing indemnities between the seller and the purchaser for
losses arising from specified events. The Agreement may be terminated prior to
closing by agreement of the parties or by either party if the closing does not
occur by December 31, 2010 (which deadline will be automatically extended by up
to three successive one-month periods in certain events relating to regulatory
approvals).
This description is only a
summary of, and is qualified in its entirety by reference to, the terms of the
Agreement, which is filed as an exhibit to this Form 8-K.
Forward-Looking Statements
This Form 8-K contains statements relating to future results of the
company that are “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
typically identified by words or phrases such as “believe,” “expect,”
“anticipate,” “estimate,” “should,” “are likely to be,” “will” and similar
expressions. There are risks and uncertainties relating to the company’s
announced plans to sell its Body Systems business, including the timing and
certainty of completion of the sale and the fulfillment of closing conditions,
some of which may not be within the company’s control. Until the closing of any
sale, the company will be responsible for the operation of this business.
Therefore, it is possible that an extended process could result in operating
losses and cash requirements for which the company would be responsible,
especially if economic conditions begin again to destabilize. In addition,
although the company currently expects to sell the entire business, if the
company fails to do so, the company may consider other available options,
including restructurings and multiple sales of portions of the business (which
may involve substantial costs and the potential to lose new or replacement
customer awards due to the uncertainty as to the future of the business). In
addition, actual results may differ materially from those projected as a result
of certain risks and uncertainties, including but not limited to global economic
and market cycles and conditions, including the recent global economic crisis;
the demand for commercial, specialty and light vehicles for which the company
supplies products; risks inherent in operating abroad (including foreign
currency exchange rates and potential disruption of production and supply due to
terrorist attacks or acts of aggression); whether our liquidity will be affected
by declining vehicle production volumes in the future; availability and sharply
rising cost of raw materials, including steel and oil; OEM program delays;
demand for and market acceptance of new and existing products; successful
development of new products; reliance on major OEM customers; labor relations of
the company, its suppliers and customers, including potential disruptions in
supply of parts to our facilities or demand for our products due to work
stoppages; the financial condition of the company’s suppliers and customers,
including potential bankruptcies; possible adverse effects of any future
suspension of normal trade credit terms by our suppliers; potential difficulties
competing with companies that have avoided their existing contracts in
bankruptcy and reorganization proceedings; successful integration of acquired or
merged businesses; the ability to achieve the expected annual savings and
synergies from past and future business combinations and the ability to achieve
the expected benefits of restructuring actions; the ability to achieve
anticipated or continued cost savings from reduction actions; success and timing
of potential divestitures; potential impairment of long-lived assets, including
goodwill; potential adjustment of the
value of deferred tax assets; competitive product and pricing pressures; the
amount of the company’s debt; the ability of the company to continue to comply
with covenants in its financing agreements; the ability of the company to access
capital markets; credit ratings of the company’s debt; the outcome of existing
and any future legal proceedings, including any litigation with respect to
environmental or asbestos-related matters; the outcome of actual and potential
product liability and warranty and recall claims; rising costs of pension and
other post-retirement benefits and possible changes in pension and other
accounting rules; as well as other risks and uncertainties, including but not
limited to those detailed from time to time in filings of the company with the
SEC. These forward-looking statements are made only as of the date hereof, and
the company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as otherwise required by law.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
10 – Purchase and Sale Agreement dated as of August 3, 2010 among Meritor
France (as Seller), ArvinMeritor, Inc. (as Seller Guarantor) and 81 Acquisition
LLC (as Buyer).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| ARVINMERITOR, INC. | ||
| By | /s/ Vernon G. Baker, II | |
| Vernon G. Baker, II | ||
| Senior Vice President and General Counsel | ||
Date: August 5,
2010
EXHIBIT
INDEX
| Exhibit No. | Description | ||
| 10– | Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), ArvinMeritor, Inc. (as Seller Guarantor) and 81 Acquisition LLC (as Buyer). | ||