Lear shareholders reject going-private proposal from Icahn affiliate

By Lisa Kerner

Charlotte, N.C., July 16 - Lear Corp. shareholders voted an "insufficient number" of shares in favor of the merger proposal with American Real Estate Partners LP at the company's July 16 annual meeting.

As a result, the agreement between the two parties will terminate and Lear will continue to operate as a stand-alone, publicly traded company.

"We respect the stockholder majority and intend to operate our business going forward with the same high level of intensity and commitment to customer satisfaction and stockholder value we have always had," Lear chairman and chief executive officer Bob Rossiter said in a company news release.

"At the time we entered into the merger agreement with AREP, we had a clear strategy and business plan for the future. We will continue to execute that plan."

Also during the meeting, stockholders re-elected directors Larry W. McCurdy, Roy E. Parrott and Richard F. Wallman and appointed Ernst & Young LLP as Lear's independent registered public accounting firm.

As previously reported, Lear's board approved an amended merger agreement with the Carl Icahn affiliate that increased the offer price for Lear to $37.25 per share from $36 per share in a deal to take the company private. The agreement included a termination fee of $12.5 million in cash as well as 335,570 shares of Lear common stock.

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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