By Lisa Kerner
Charlotte, N.C., Feb. 9 - American Real Estate Partners, LP entered into an agreement to acquire Lear Corp. for $36.00 per share, according to a company news release.
The all-cash transaction, valued at roughly $5.3 billion including the assumption of debt, is expected to close by the end of the second quarter of 2007.
Under the agreement, Lear may solicit alternative proposals from third parties for 45 days and may respond to unsolicited proposals under certain terms.
The agreement includes a breakup fee of approximately $85.2 million, plus up to $15 million for expenses.
"Following a very thorough review of the proposed transaction, our board unanimously concluded that the American Real Estate Partners offer was in the best interests of Lear's shareholders," Lear chairman and chief executive officer Bob Rossiter said in the release.
"We believe that the transaction price, which represents a multiple of about 9x our forecasted 2007 core operating earnings, excluding the interior business, provides shareholders with significant value."
The proposed transaction will close upon approvals and once closing conditions are met. Following the closing, Lear common stock will no longer be listed on the New York Stock Exchange or publicly traded.
Lear is an automotive interior systems and components supplier located in Southfield, Mich.
New York-based American Real Estate Partners is a diversified holding company and an affiliate of Carl C. Icahn.
| Acquirer: | American Real Estate Partners, LP
|
| Target: | Lear Corp.
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| Payment per share | $36.00
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| Breakup fee: | $85.2 million
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| Announcement date: | Feb. 9
|
| Expected closing: | Upon approvals and closing conditions
|
| Stock price for target: | NYSE: LEA; $40.08 on Feb. 8
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