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TRATON Proposes To Acquire All Outstanding Common Shares of Navistar for $35 Each in Cash

MUNICH, Germany — TRATON SE, one of the world’s largest commercial vehicle manufacturers, offered on Jan. 30 to acquire all of the outstanding shares of common stock of Navistar International Corporation (NYSE: NAV) that are not already owned by TRATON. TRATON announced a price of $35 per share in cash.

This represents a 45 percent premium over Navistar’s closing share price of $24.11 on January 29, 2020, and a 19 percent premium over Navistar’s 90-day volume-weighted average price of $29.40. TRATON currently owns 16.8 percent of the outstanding common shares of Navistar.

Since 2017, TRATON and Navistar have benefitted from a strategic alliance that has delivered significant value to both companies through increased purchasing power and the integration of new technologies. As the global commercial vehicle industry continues to evolve, TRATON believes that the proposed transaction is the logical next step and would result in even greater benefits.

If the proposed offer were accepted and the acquisition completed, the combined company would have an enhanced ability to meet the demands of new regulations and rapidly developing technologies in connectivity, propulsion and autonomous driving.

Combining TRATON’s leading position in the European and South American markets with Navistar’s presence in North America would create a leader with global reach and complementary capabilities. The transaction would also provide substantial value to Navistar stockholders through an immediate and certain cash premium.

“Over the past three years, we have benefitted from a highly collaborative and productive strategic alliance with Navistar. As the market continues to evolve, we believe there are compelling strategic and financial benefits to a full combination of TRATON and Navistar.

The proposed transaction would create a leader in commercial vehicles with global scale and a strong portfolio of leading brands and cutting-edge products, technologies and services while delivering immediate and substantial value to Navistar stockholders,” said TRATON Chief Executive Officer Andreas Renschler.

The proposal, which TRATON expects to be evaluated by the independent directors of Navistar, is subject to certain customary due diligence. Any transaction would be subject to approval by the boards of TRATON and Volkswagen AG and the Board of Directors of Navistar and its stockholders as well as negotiation of a definitive merger agreement and stockholder support agreements with certain major stockholders of Navistar. TRATON expects that the proposed transaction could be closed by the end of 2020.

As a significant stockholder of Navistar, TRATON is committed to seeing the proposal completed and would not, in its capacity as a stockholder, support an alternative transaction.

About TRATON SE:

TRATON SE is a subsidiary of Volkswagen AG and a leading commercial vehicle manufacturer worldwide with its brands MAN, Scania, Volkswagen Caminhoes e Onibus, and RIO. In 2019, TRATON GROUP’s brands sold around 242,000 vehicles in total. Its offering comprises light-duty commercial vehicles, trucks, and buses at 29 production and assembly sites in 17 countries. The company had a workforce of around 82,700 employees worldwide across its commercial vehicle brands as of December 31, 2019.

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