Item 8.01 Other Events.
On
As previously disclosed, following the announcement of the Merger, a total of
eight complaints were filed in State and Federal courts naming some or all of
Tenneco, members of its board of directors, and Apollo Global Management, Inc.
as defendants. Subsequent to the filing of the Definitive Proxy Statement, two
additional complaints have been filed. First, on
While Tenneco believes that all of these complaints are without merit and that
the disclosures set forth in both the preliminary proxy statement filed with the
Important information concerning the Merger is set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is amended and supplemented by, and should be read as a part of, and in conjunction with the information set forth in the Supplemental Disclosure.
If you have any questions concerning the Merger, the Definitive Proxy Statement
or this Supplemental Disclosure, would like additional copies or need help
voting your shares of TEN common stock, please contact Tenneco's proxy
solicitor,
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SUPPLEMENTAL DISCLOSURE TO DEFINITIVE PROXY STATEMENT
The following supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this supplement shall supersede the information in the Definitive Proxy Statement. All page references are to pages of the Definitive Proxy Statement, and all terms used below, unless otherwise defined, shall have the meanings set forth in the Definitive Proxy Statement. New text within restated language from the Definitive Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicated in strikethrough text.
The Section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger" is amended and supplemented as follows:
1. The following supplemental disclosure replaces in its entirety the third full
paragraph on page 31 of the Definitive Proxy Statement:
On
2. The following supplemental disclosure replaces in its entirety the first full
paragraph on page 32 of the Definitive Proxy Statement:
On
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to management and the advisors with respect to the discussions with Apollo, and also to negotiate and approve the exclusivity and expense reimbursement letter with Apollo. The directors were selected to serve on the Transaction Committee due to their experience in business, financial and merger and acquisition matters. It was noted that the full Board retained authority with respect to approval of any proposed sale transaction.
3. The following supplemental disclosure is added after the first full paragraph
on page 41 of the Definitive Proxy Statement:
On the evening of
At no time prior to the execution of the Merger Agreement were there any
discussions between Apollo and its representatives, on the one hand, and
Tenneco's directors or officers, on the other hand, regarding individual
post-transaction employment or retention arrangements or directorships, and none
of Apollo's proposals or indications of interest made proposals with respect to
management employment or retention following the Merger or the purchase of or
participation in the equity of the
The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of Lazard Frères & Co. LLC - Financial Analyses - Comparable Public Companies Analysis" is amended and supplemented as follows:
4. The following supplemental disclosure replaces in its entirety the first full
paragraph on page 49 of the Definitive Proxy Statement:
Lazard selected the comparable companies listed above because of similarities in
one or more business or operating characteristics with the Company. However,
because no selected comparable company is exactly the same as the Company,
Lazard believed that it was inappropriate to, and therefore did not, rely solely
on the quantitative results of the selected comparable company analysis.
Accordingly, Lazard also made qualitative judgments concerning differences
between the business, financial and operating characteristics and prospects of
the Company and the selected comparable companies that could affect the public
trading values of each in order to provide a context in which to consider the
results of the quantitative analysis. These qualitative judgments related
primarily to the differing sizes, business mixes, growth prospects,
profitability levels and degree of operational risk between the Company and the
companies included in the selected company analysis. Based upon these
judgmentsUsing its professional judgment and experience, Lazard applied a range
of multiples of estimated EV / 2022 EBITDA, derived from the EV / 2022 EBITDA
multiples of the selected companies, of 4.0x to 5.0x, to the Company's estimated
EBITDA for calendar year 2022. This analysis resulted in a range of implied
equity value per share of Company common stock of
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The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of Lazard Frères & Co. LLC - Financial Analyses - Precedent Transactions Analysis" is amended and supplemented as follows:
5. The following supplemental disclosure replaces in its entirety the first full
paragraph on page 51 of the Definitive Proxy Statement:
For each of the selected precedent transactions, Lazard reviewed the enterprise
value of the target company implied by the selected transaction as a multiple of
the target company's EBITDA for the 12 months preceding the announcement date
("EV / LTM EBITDA"). The mean EV / LTM EBITDA multiple observed for the selected
OE Supplier transactions was 6.5x. The mean EV / LTM EBITDA multiple observed
for the selected aftermarket sector transactions was 8.6x. Lazard noted that
public financial information was unavailable for certain of the transactions and
such transactions were excluded from the calculations. The reasons for and the
circumstances surrounding each of the selected precedent transactions analyzed
were diverse and there are inherent differences in the business, operations,
financial conditions and prospects of the Company and the companies included in
the selected precedent transaction analysis. Because no selected precedent
transaction is exactly the same as this Transaction, Lazard believed that it was
inappropriate to, and therefore did not, rely solely on the quantitative results
of the selected precedent transaction analysis. Accordingly, Lazard also made
qualitative judgments concerning differences between the characteristics of the
selected precedent transactions and the Transaction which would affect the
acquisition values of the selected target companies and the Company. Based upon
these judgments, Lazard applied a range of EV / LTM EBITDA multiples of 5.0x to
6.0x derived from the selected precedent transactions to the Company's 2021
EBITDA. This analysis resulted in a range of implied equity value per share of
Company common stock of
The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of Lazard Frères & Co. LLC - Financial Analyses - Discounted Cash Flow Analysis" is amended and supplemented as follows:
6. The following supplemental disclosure replaces in its entirety the second
full paragraph on page 51 of the Definitive Proxy Statement:
Lazard performed a discounted cash flow analysis of the Company by calculating,
based on the Base Case projections provided by the Company's management, the
estimated present value (as of
-END OF SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT-
Additional Information About the Merger and Where to Find It
This communication is being made in respect of the proposed transaction
involving Tenneco and Apollo private equity funds. The Annual Meeting of
stockholders of Tenneco will be held on
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THEY CONTAIN IMPORTANT INFORMATION ABOUT TENNECO, THE APOLLO PRIVATE EQUITY
FUNDS ACQUIRING TENNECO AND THE MERGER. Investors may obtain a free copy of
these materials and other documents filed by Tenneco with the
Participants in the Solicitation
Tenneco and its directors, executive officers and certain other members of
management and team members may be deemed to be participants in soliciting
proxies from its stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the
Forward Looking Statements
This announcement contains "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Tenneco or its management is discussing its beliefs, estimates or expectations. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of Tenneco and its management at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside Tenneco's control. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring Tenneco to pay a termination fee; (3) the risk that the Merger disrupts Tenneco's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of Tenneco to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on Tenneco's operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that Tenneco's stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against Tenneco and others; (9) other factors that could affect Tenneco's business such as, without limitation, cyclical and seasonal nature of the industries that Tenneco serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability of supplies, raw materials and energy; the effectiveness of Tenneco's research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting Tenneco's outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting Tenneco's funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events and natural disasters; and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all.
If the proposed transaction is consummated, Tenneco's stockholders will cease to
have any equity interest in Tenneco and will have no right to participate in its
earnings and future growth. These and other factors are identified and described
in more detail in Tenneco's Annual Report on Form 10-K for the year ended
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as Tenneco's subsequent filings and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on Tenneco's projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, Tenneco undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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