Navistar Board Of Directors Issues Statement Regarding Revised Proposal From TRATON

Offer does represent a starting point for further exploring the possibility of a transaction

Navistar International Corporation (NYSE: NAV) issued a statement from its Board of Directors regarding the revised proposal from TRATON SE.

Navistar’s Board of Directors, after careful consideration with the assistance of its financial and legal advisors, has unanimously concluded that while TRATON’s revised proposal of $43.00 per share significantly undervalues the Company and substantial synergies from a combination, it does represent a starting point for further exploring the possibility of a transaction. TRATON has developed a strong strategic relationship with the Company in recent years, and, in light of the 23% increase in their proposal, the Board believes the best way for TRATON to appreciate the true value of a potential combination is to allow it to conduct due diligence and engage in further synergy discussions with the Company.

Navistar does not intend to make any additional comments regarding the proposal, its engagement with TRATON, or the due diligence process 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 and Cromwell is providing legal counsel.  Brunswick is providing communication counsel.

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