Lear moves meeting date, urges stockholders to vote in favor of merger with Icahn affiliate

By Lisa Kerner

Charlotte, N.C., June 22 - Lear Corp. rescheduled its 2007 annual meeting to July 12 at 10 a.m. ET, from June 27, to allow its stockholders time to evaluate the company's response to criticism of the proposed merger with Carl C. Icahn affiliate American Real Estate Partners, LP. Shareholders of record as of May 14 are entitled to vote at the meeting.

Lear's board of directors "strongly recommends" stockholders vote in favor of the proposal, according to a company news release.

The board maintains that the $36 per-share offer price is fair and is more than double Lear's stock price of slightly more than a year ago. In addition, Lear has "aggressively sought out higher bids" without receiving competing offers.

Recent improvements in Lear's financial performance do not materially change the long-term outlook, the board said in a letter to stockholders.

The record date for stockholders entitled to vote on the merger proposal and other matters that may be considered at the meeting remains May 14.

On Feb. 9, American Real Estate Partners entered into an agreement to acquire Lear for $36 per share in an all-cash transaction valued at roughly $5.3 billion, including debt. The agreement includes a breakup fee of about $85.2 million, plus up to $15 million for expenses.

Following the closing, Lear common stock will no longer be listed on the New York Stock Exchange.

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.

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