Lear convenes, adjourns special meeting; no vote taken on merger with Icahn affiliate

By Lisa Kerner

Charlotte, N.C., July 12 - Lear Corp. convened and then immediately adjourned its July 12 annual meeting as planned, with no vote taken on the amended merger agreement with American Real Estate Partners, LP.

Instead, the vote will be taken at 1 p.m. ET on July 16, according to a company news release.

The record date for the meeting remains May 14.

As previously reported, Lear's board on July 9 approved an amended merger agreement with the holding company that increased the offer price for Lear to $37.25 per share from $36 per share.

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.

Lear had rescheduled its 2007 annual meeting to July 12 from June 27 to allow its stockholders time to evaluate the company's response to criticism of the proposed merger with the Carl C. Icahn affiliate. At that time, the board believed the Feb. 9 $36-per-share offer price was fair at more than double Lear's stock price of slightly more than a year ago. The company had sought higher bids but did not receive any competing offers.

Following the transaction's close, Lear common stock will no longer be listed on the New York Stock Exchange.

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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.