S&C Advises Navistar in Merger Agreement with TRATON

November 9, 2020

Navistar International Corporation has entered into an agreement with Germany's TRATON SE in which TRATON will pay $3.7 billion to acquire all of the outstanding common shares of Navistar that it does not already own. TRATON currently owns 16.7 percent of Navistar's common stock. The definitive agreement, which was announced November 7, follows TRATON's unsolicited proposal to acquire Navistar, first announced in January 2020.
 
The sources of funding for the cash acquisition of shares includes fully committed financing by Volkswagen Group, the parent company of TRATON. Major shareholders Icahn Capital LP and MHR Fund Management LLC have agreed to vote their shares in favor of the transaction, which is targeted to close in mid-2021.
 
The combination of Navistar, a leading U.S. truck maker, with TRATON, one of the world's largest commercial vehicle manufacturers, will create a global company that combines TRATON's strong position in Europe and substantial presence in South America with Navistar's complementary footprint in North America. Since March 2017, TRATON and Navistar have benefitted from a strategic alliance that has increased purchasing scale and allowed for the integration of new technologies. S&C advised Navistar on that transaction.
 
The S&C team advising Navistar in the current deal is led by Frank Aquila and Scott Crofton and includes associates Polina Demina and Ashlyann Harrison. Carsten Berrar (Frankfurt) is advising on German corporate matters. David Spitzer is advising on tax matters, special counsel Matthew Brennan is advising on environmental matters, Mehdi Ansari is advising on intellectual property matters, Heather  Coleman is advising on executive compensation matters, Ari Blaut  is handling finance matters and Eric Kadel Jr. is advising on CFIUS matters. Joseph Matelis (Washington, D.C.), Benjamin Walker and special counsel Sophia Vandergrift are advising on antitrust matters, and Juan Rodriguez (London) is advising on global competition matters.