$11.2M stock buy launched Dana bid

7/19/2003

ArvinMeritor, Inc., bought more than $2.7 million worth of Toledo's Dana Corp. stock in the two days before approaching the larger auto supplier about acquiring it and started firming up plans for the deal in mid May.

The purchase of Dana stock by the Troy, Mich., competitor - which launched a hostile $15-a-share takeover bid last week - started June 2 at about $9.52 a share, according to details from the company's tender-offer statement. In all, ArvinMeritor bought more than $11.2 million worth of the company's stock between June 2 and June 12, when the purchase price was up to about $11.52 a share, according to the statement.

A spokesman for ArvinMeritor declined to comment yesterday on the company's acquisition of Dana stock. ArvinMeritor owns nearly 1.1 million shares, or less than 1 percent of outstanding Dana shares.

ArvinMeritor commenced its tender offer on July 9 after a month of being rebuffed by Dana's chairman and chief executive, Joe Magliochetti, and then its board. Telephone calls and letters started going back and forth on June 4, with ArvinMeritor pursuing and Dana declining, according to copies of the letters in the statement.

Dana directors have a quarterly meeting scheduled for Monday and have until Wednesday to give shareholders a recommendation on what to do with ArvinMeritor's tender offer. For legal reasons, the company cannot comment until that recommendation is made.

If Dana directors oppose the $4.4 billion deal, ArvinMeritor intends to get a slate of pro-merger nominees elected to the company's board next year, according to the tender offer.

There a number of avenues Dana can take if the Fortune 500 company doesn't want to be bought, including making a small acquisition that could jack up the price for its stock, said an official for one Dana institutional shareholder who declined to be identified.

ArvinMeritor hasn't finalized financing, the battle for Dana could last a year or more.

The spokesman for ArvinMeritor declined to say how many Dana shares have been tendered. The offer expires at 5 p.m. Aug. 28, although ArvinMeritor said it could be extended.