Lear: Icahn affiliate proposes acquiring company stock for $36 per share cash; Pzena objects

By Lisa Kerner

Charlotte, N.C., Feb. 5 - Lear Corp. said Carl C. Icahn affiliate American Real Estate Partners LP made an offer to acquire all of the issued and outstanding shares of Lear for $36.00 per share in cash.

The transaction is subject to negotiation, board consideration, execution of definitive documentation and other conditions, according to a company news release.

Lear chairman and chief executive officer Bob Rossiter, as well as senior management, will remain with the company as part of the proposal.

In a letter to Lear's board, Pzena Investment Management LLC, which holds 10.1% of the company's stock, objected to the Icahn affiliate's proposal.

"As you know, we are one of Lear's largest shareholders and we have long believed in Lear's business and its plan for recovery," Pzena stated in the letter.

"Our analysis suggests that earnings are likely to recover to more than $4.00 per share over the next few years from consensus analyst estimates of $2.00 per share for 2007. Consequently, we believe the company's value to be closer to $60 per share."

Pzena said it would vote against the proposed transaction and added that "The trend towards private equity firms teaming up with management to "steal" companies from their owners is alarming and we urge you to take a stand to ensure this does not happen at Lear."

Based in Southfield, Mich., Lear is a global supplier of automotive interior systems and components.

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