ArvinMeritor to split off light vehicle parts business

Former Ford executive Martens will be CEO

Phil Martens
UPDATED: 5/6/08 9:56 a.m. EDT DETROIT -- ArvinMeritor Inc. said early today it plans to spin off its Light Vehicle Systems business into a separate company -- and will name Phil Martens as CEO.

The new company, with $2.2 billion in sales last year, will be named Arvin Innovation Inc., and will be created via a pro rata tax-free dividend to ArvinMeritor shareholders within the next 12 months. That means ArvinMeritor shareholders would own 100 percent of Arvin Innovation, the company said.

The supplier’s Commercial Vehicles Systems business, with $4.2 billion in sales in 2007, will still be part of ArvinMeritor, of which Chip McClure remains CEO.

McClure said the decision to spin off light-vehicle operations came as the result of a comprehensive internal strategic review and should enhance shareholder value and benefit the supplier’s other stakeholders.

“Each company will benefit from a greater strategic focus on its core business,” McClure said.

Coming around full circle

The unit produces a variety of body, door, and roof systems along with chassis, wheels and electronic parts.

Since becoming CEO in August 2004, McClure has led a corporate transformation of ArvinMeritor that has included divesting several non-core operations acquired in the 2000 merger of Meritor Automotive and Arvin Industries, a deal engineered by then Meritor CEO Larry Yost. In 2003, Yost tried to further enlarge ArvinMeritor with a hostile takeover bid for Dana Corp. that ultimately failed.

The step-by-step corporate transformation has nullified much of what the Meritor-Arvin merger tried to create.

“There are different dynamics today,” McClure said. “Focusing on customer needs is more important than providing counter-cyclical protection, which was important at the beginning of the decade.”

The spinoff is possible because of the quality of the leadership team, McClure said.

Martens, a former Ford Motor Co. group vice president, has been president of the supplier’s light-vehicle group since joining ArvinMeritor in September 2006.

Among those migrating with Martens to Arvin Innovation will be Jim Donlon, CFO of ArvinMeritor, and Rakesh Sachdev, president of the supplier’s Asia Pacific operations.

About 65 percent of the light-vehicle group’s sales were outside North America in 2007, Martens said. The new company will be headquartered in Detroit and have 9,000 employees at 42 facilities in 16 countries.

ArvinMeritor has gone through significant changes. They include the divestiture of its Roll Coater and Emissions Technology units, a balance sheet restructuring and now the spin off of its light vehicle business.

Completely separate companies

During a conference call with reporters today, McClure said there will be continued emphasis on research and development at the two companies but he did not spell out funding levels. “We will continue to devote the resources,” he said.

The two companies will become totally separate following the spinoff. There will be no future links between them, according to company executives. What they will have in common for the first 12 to 24 months will be a focus on maintaining a strong balance sheet.

McClure said he decided to act now with the spin off for several reasons. There were opportunities in the soft automotive markets. The most recent quarterly results were strong and cash flow gained despite the down market. “And we have two solid management teams. We felt good about moving forward with these teams.”

Asked about the original forming of ArvinMeritor, McClure said both were in highly cyclical businesses and needed a counter cyclical strategy. The light vehicle business was tied to the Detroit 3 and the commercial vehicle business had its strengths, he said.

Asked if ArvinMeritor management had made any effort to shop the company in part or the whole, McClure said “we evaluate all our businesses” on a regular basis. There is more value in the whole than in the pieces “and more value for the shareholders” with the spinoff, he said.

PRESS RELEASE: ArvinMeritor Announces Plan to Spin Off Light Vehicle Systems Business to Shareholders

TROY, Mich., May 6 /PRNewswire-FirstCall/ -- ArvinMeritor, Inc. (NYSE:ARM) today announced that its board of directors has approved a plan to spin off its Light Vehicle Systems (LVS) business to ArvinMeritor shareholders, with the Commercial Vehicle Systems (CVS) business remaining with ArvinMeritor.

"The plan to separate our two businesses is the result of a comprehensive strategic review to enhance the company's long-term value for our shareholders," said Chip McClure, chairman, CEO and president. "We are confident that this transaction will not only unlock shareholder value, but will also significantly strengthen the competitive positions of both companies and better align them with their respective customer bases.

"Each company will benefit from a greater strategic focus on its core business and growth opportunities as well as from increased recognition in each of its global market segments. In addition, the separate companies will offer more attractive and targeted investment opportunities, with incentives for management and employees that are more closely aligned with company performance and shareholder interests," continued McClure.

The planned spinoff of the LVS business -- to be named Arvin Innovation, Inc. -- would be implemented through a pro rata tax-free dividend to ArvinMeritor shareholders. Upon completion of the spinoff, ArvinMeritor shareholders will own 100 percent of the common stock of Arvin Innovation. Approval of the spinoff by ArvinMeritor shareholders is not required, and the company expects to complete the spinoff within the next 12 months, contingent upon satisfactory financial and automotive market conditions as well as other customary approvals.

"Our decision to spin off the LVS business is part of the company's ongoing corporate transformation -- our 3R strategy to rationalize, refocus and regenerate -- that has been underway for the last three years," McClure said. "Separating these two businesses and successfully implementing our Performance Plus initiatives are major steps in the transformation to build two stronger, more competitive companies for the future.

"Our LVS business group will have the right leadership team, a solid financial structure, market-leading positions in many of its product lines, a well-diversified customer mix and the global reach to grow this new company as a market leader going forward," McClure concluded.

McClure will remain as ArvinMeritor's chairman, CEO and president. James Marley, currently a board member of ArvinMeritor, will lead Arvin Innovation's board of directors as non-executive chairman. Until the spin is completed, Marley, a retired chairman of the board of AMP Inc., will remain on the ArvinMeritor board. Phil Martens, currently ArvinMeritor's senior vice president and president, Light Vehicle Systems, will become the president and CEO of Arvin Innovation.

"As a separate independent unit, Arvin Innovation will be better positioned to drive specific growth initiatives, including improving our customer focus and expanding our global presence," said Martens. "With increased flexibility as a stand-alone business, Arvin Innovation will have an excellent opportunity to create next-generation systems technology solutions for our customers around the world. In addition, we look forward to the many new and enhanced opportunities the new organization will provide for our worldwide employees."

Jim Donlon, executive vice president and CFO of ArvinMeritor will immediately begin supporting ArvinMeritor's LVS business group in the capacity of chief financial officer as it prepares to become an independent company. Upon completion of the spin, he will become executive vice president and CFO of Arvin Innovation.

Jay Craig, senior vice president and controller, will replace Donlon as ArvinMeritor's senior vice president and CFO, effective immediately.

Rakesh Sachdev, senior vice president of ArvinMeritor and president of Asia Pacific, will become executive vice president, chief administrative officer and managing director of Emerging Markets of the new company, upon the completion of the spin. However, until a successor is named, he will continue to be responsible for ArvinMeritor's Asia Pacific region.

When the spinoff is completed, Carsten Reinhardt, senior vice president of ArvinMeritor and president of the company's Commercial Vehicle Systems business, will be named COO for ArvinMeritor.

In addition, Mary Lehmann, currently the company's senior vice president, Strategic Initiatives, and Treasurer, will expand her responsibilities to include Information Services, M&A activities, and Investor Relations. Vernon Baker, currently senior vice president and general counsel, with overall legal responsibility for all of ArvinMeritor's global operations and its subsidiaries, and Environmental, Health and Safety, will also assume responsibility for the global Human Resources organization.

ArvinMeritor will remain headquartered in Troy, Mich. Arvin Innovation will be headquartered in Detroit, Mich., at the current location of the LVS Detroit Technology Center, with other corporate offices located in Europe, Asia Pacific and South America.

The spinoff is subject to customary conditions, including final approval by ArvinMeritor's board of directors; completion of all required activities with employee representatives; receipt of applicable consents; effectiveness of a registration statement with the Securities and Exchange Commission; receipt of a tax ruling from the IRS; and the approval of applicable regulatory authorities.

ArvinMeritor's common stock will continue to trade on the New York Stock Exchange under the symbol ARM. We have applied for Arvin Innovation to be listed on the NASDAQ global stock market under the symbol ARVI.

Until the spinoff is effective, ArvinMeritor's management intends to recommend that its board continue its current dividend policy.

J.P. Morgan Securities Inc. is ArvinMeritor's lead financial advisor for this transaction. UBS Securities is also advising ArvinMeritor on financial matters relating to the transaction. Chadbourne & Parke LLP as well as Miller, Canfield, Paddock and Stone, P.L.C. are acting as ArvinMeritor's legal advisors.

Light Vehicle Systems

ArvinMeritor's LVS business is a leading global provider of dynamic motion and control automotive systems and components, with sales of $2.2 billion in 2007 -- $2.0 billion of value-added sales and $200 million of pass-through sales. Of the value-added sales, more than 60 percent were outside North America. ArvinMeritor's LVS business group is a market leader in many of the product categories it serves, supplying components and integrated systems and modules to the world's leading passenger car and light truck OEMs.

Through smart systems(TM) technologies, the intelligent application of controls and electronics, LVS' traditional mechanical products are taking on new form and function at both the component and system levels. With advanced technology and systems design expertise -- in body systems (roof, and door modules and systems, motors, latches, window regulators, and electronic controls); and chassis systems (chassis and suspension modules and systems, ride control products, electronic chassis control systems, global aftermarket chassis products and wheels) -- LVS produces integrated, high-quality, cost-effective performance-based solutions for practically all car and light truck market segments.

The business will have approximately 9,000 employees with 42 facilities in 16 countries. LVS has interests in eight joint ventures (three consolidated and five non-consolidated).

Commercial Vehicle Systems

Upon completion of the spinoff, ArvinMeritor will continue as a market leader in the commercial vehicle systems business. ArvinMeritor's commercial vehicle business is a leading supplier of drivetrain components and systems, including axles and drivelines, braking systems, suspension systems and ride control products for heavy- and medium-duty trucks, trailers, buses, off-highway and military vehicles as well as to the commercial vehicle aftermarket.

The CVS business will have 62 global locations, including manufacturing facilities, technical centers, warehouses and administrative offices. CVS has approximately 10,000 employees in 15 countries. In 2007, the CVS business recorded sales of more than $4.2 billion. CVS has interests in eleven joint ventures (five consolidated and six non-consolidated).

Call-In Detail

ArvinMeritor will host a conference call and Web cast on Tuesday, May 6, 2008, at 8 a.m. (ET). To participate, call (617) 213-4847, ten minutes prior to the start of the call. Please reference Passcode 30588392 when dialing in.

Investors and media can also listen to the conference call for seven days by recording by visiting www.arvinmeritor.com. A replay of the call will be available from 10:00 a.m. Tuesday, May 6 until 11:59 p.m. Tuesday, May 13 by calling (888) 286-8010 within the United States and Canada, or (617) 801-6888 international callers. Please reference Passcode 54756165.

To access the listen-only audio Web cast, visit the ArvinMeritor Web site at www.arvinmeritor.com and select the Web cast link from the home page or the investor page.

About ArvinMeritor

Today, ArvinMeritor, Inc. is a premier global supplier of a broad range of integrated systems, modules and components to the motor vehicle industry. The company serves commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets, and light vehicle manufacturers. Headquartered in Troy, Mich., ArvinMeritor employs approximately 19,000 people in 24 countries. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker symbol ARM. For more information, and high resolution photography, visit the company's Web site at: http://www.arvinmeritor.com/

You can reach Edward Lapham at elapham@crain.com

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