Icahn affiliate increases offer for Lear by $1.25 per share

By Lisa Kerner

Charlotte, N.C., July 9 - Lear Corp.'s board of directors approved an amended merger agreement with American Real Estate Partners, LP that increases the offer price for Lear to $37.25 per share from $36 per share.

Lear plans to convene its annual meeting of stockholders planned for July 12 and immediately adjourn the meeting until 10 a.m. ET on July 16 for a vote.

The record date for the meeting remains May 14.

"We believe the revised price represents a meaningful increase in value for Lear stockholders, and we strongly encourage a vote in favor of the revised merger proposal," Lear's lead independent director, Larry W. McCurdy, said in a company news release.

If the agreement is not approved on July 16, subject to certain exceptions, American Real Estate Partners, a Carl C. Icahn affiliate, will be entitled to receive a payment of $12.5 million in cash as well as 335,570 shares of Lear common stock.

On Feb. 9, American Real Estate Partners agreed 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.

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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