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Navistar shareholders greenlight $3.7B merger with TRATON

TRATON moves its 16.7% stake to US subsidiary

Navistar shareholders approved a $3.7 billion merger with Volkswagen AG's TRATON Group. (Photo: Navistar and TRATON)

Editor’s Note: Updates with vote totals in third paragraph

The merger of Navistar International Corp. (NYSE: NAV) and Volkswagen AG’s TRATON Group (8TRA.S.DX) drew closer Tuesday when Navistar shareholders approved being bought out for $44.50 per share.

TRATON prepared for the vote by transferring its 16.7% stake in Navistar to a U.S. subsidiary that could assume Navistar’s NYSE seat after the merger closes in mid-2021 pending regulatory approvals. Navistar will be delisted shortly after the closing, a company spokeswoman said..

The vote in favor of the long-speculated $3.7 billion takeover was not immediately known. Navistar filed the vote totals with the U.S. Securities and Exchange Commission on Wednesday. More than 86 million shares were voted in favor of the merger. About 100,000 shares were voted against.

After taking its stake in Navistar in September 2016 and forming partnerships in engines and purchasing, Volkswagen Truck & Bus vacillated over whether to buy out the Lilse, Illinois-based truck maker. 

VW spun out its truck businesses — Scania, MAN and a Braziian subsidiary — into a holding company in 2019. Speculation renewed that a Navistar buyout was coming. But TRATON remained coy.

From vacillation to unsolicited bid

In January 2020, TRATON made an unsolicited offer of $2.9 billion for the 83% of the Navistar shares it did not already own. The onset of the COVID pandemic delayed serious talks until fall. After counteroffers, TRATON agreed to pay $3.7 billion.

The acquisition gives TRATON access to the U.S. market where its major competitors, Daimler Truck and Volvo AB, are well established. Market leader Daimler Truck, a subsidiary of Daimler AG, is becoming a standalone company.

Navistar is testing the waters by planning to sell Scania mining equipment through International dealers in Canada.

“We are still pursuing bringing Scania solutions to the Canadian market and are working through regulatory approvals,” the spokeswoman told FreightWaves. “COVID-19 impacted timelines, especially regarding customer meetings and site visits. We’re still in the early stages of this project. We’ve been talking to customers as well as dealers to continue progress.”

Navistar reports fiscal Q1 earnings on March 9, which is likely to be its final report as a stand-alone company.

Navistar’s share price has barely moved since the definitive agreement with TRATON in October. It closed Tuesday at $44.25, down 3 cents.

TRATON and Navistar reach definitive $3.7B merger deal

Navistar opening books to TRATON in takeover bid

TRATON makes unsolicited $2.9B bid to buy rest of Navistar

Click for more FreightWaves articles by Alan Adler.

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Alan Adler

Alan Adler is an award-winning journalist who worked for The Associated Press and the Detroit Free Press. He also spent two decades in domestic and international media relations and executive communications with General Motors.