Traton, Navistar Agree to Definitive Merger

An International truck on display at an industry show. (John Sommers II for Transport Topics)

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Fully embracing an alliance begun in 2017, the boards of directors at truck makers Traton SE and Navistar International Corp. approved a definitive agreement to merge, the companies announced Nov. 7.

Traton will acquire for $3.7 billion all outstanding shares it does not already own at the per-share price of $44.50. The transaction is expected to close in mid-2021.

The merger is subject to Navistar shareholder approval, customary closing conditions and regulatory approvals. Major Navistar shareholders Icahn Capital and MHR Fund Management have agreed to vote their shares in favor of the transaction. Munich-based Traton, the truck and bus unit of Volkswagen AG, currently owns 16.7% of the outstanding shares of common stock of Lisle, Ill.-based Navistar.

Navistar declined to comment on when its shareholder approval would come.


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The announcement “accelerates our ‘Global Champion Strategy’ by expanding our reach across key truck markets worldwide, including scale and capabilities to deliver cutting-edge products, technologies and services to our customers,” Traton CEO Matthias Gründler said in a release.

He added that the merged companies will have an enhanced ability to meet the demands of new regulations and rapidly emerging technologies for connectivity, propulsion and autonomous driving for customers worldwide.

“Navistar has been a valuable partner, and we are confident this combination will deliver compelling strategic and financial benefits, create enhanced opportunities for both Navistar and Traton, and best position us to drive sustained value in the evolving global commercial vehicle industry,” Gründler said.

Navistar CEO Persio Lisboa said he was looking forward to several opportunities as a result of the merger.

“This transaction builds upon our highly collaborative and successful strategic alliance and further enhances the growth trajectory of the combined company, while delivering immediate and substantial value to our shareholders,” Lisboa said. “We look forward to continuing to work with the Traton team to create opportunities for our employees and provide an outstanding experience for our customers and dealers through best-in-class products, services and technologies.”

Navistar needed a long-term global solution to making and selling commercial vehicles, John Blodgett, vice president of sales at MacKay & Co., told Transport Topics in October.

“I think it would be difficult to remain competitive as primarily a North American truck manufacturer and the volume that represents, and compete with global truck manufacturers and the volumes that they have to spread cost and have funding for R&D,” Blodgett said.

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An LT Series Truck. (Navistar International Corp.)

Gunnar Kilian, head of VW’s truck and bus division, said, “Volkswagen is Traton’s biggest shareholder. The agreement is thus an important milestone for Volkswagen because it underpins our strong strategic commitment to continue driving growth also during the ongoing challenging economic climate.

“The acquisition of Navistar will significantly leverage Traton’s positioning in North America, one of the biggest and most profitable markets for heavy trucks. Together, the companies can enhance scale and reach in key markets as well as create further synergies.”

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