Brandes, Evercore to vote against American Real Estate's acquisition of Lear

By Lisa Kerner

Charlotte, N.C., Feb. 9 - Brandes Investment Partners, LP and Evercore Asset Management, LLC will vote against the proposed acquisition of Lear Corp. by American Real Estate Partners LP.

The investor groups believe the purchase price of $36.00 per share is significantly below the long-term fair value of Lear.

American Real Estate Partners, a diversified holding company and an affiliate of Carl C. Icahn, entered into an agreement to acquire Lear for $36.00 per share. 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.

"Evercore recommends that to the extent Lear wants to put itself up for sale, it should do so through a simple, open and conventional auction process," Evercore chief executive officer Greg Sawers said in a news release.

"Evercore believes Lear has effectively handicapped the process in favor of Mr. Icahn, as the 'go shop' clause of the current agreement permits Lear and American Real Estate Partners to commence deal closing preparations immediately, before the existence of any other bids can even be determined."

Sawers also cited as an impediment the agreement's break-up fee of up to $85 million plus up to $15 million in reimbursements.

Evercore is an institutional investment management firm.

Brandes is a San Diego investment adviser. Its clients collectively own about 2.85 million shares, or 3.9%, of Lear.

Lear is an automotive interior systems and components supplier located in Southfield, Mich.

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