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thelawnguy
07-20-2000, 06:08 PM
Detroit Diesel Announces Merger Agreement With DaimlerChrysler AG Transaction<br>Valued at $23.00 Per Share<p> DETROIT, July 20 -- Detroit Diesel Corporation (NYSE: DDC)<br>announced today the signing of a definitive merger agreement with a subsidiary<br>of DaimlerChrysler AG (DaimlerChrysler). Under the terms of the merger<br>agreement, DaimlerChrysler, a shareholder of DDC since 1993 that currently<br>owns 21.3% of the outstanding common shares of DDC, will commence a cash<br>tender offer for the remaining 78.7% of DDC at a price of $23.00 per common<br>share for a total transaction value of $423 million. Penske Corporation,<br>which currently owns 48.6% of the outstanding common shares of DDC, has<br>committed to tender its shares to DaimlerChrysler.<br> The agreement, which is subject to customary conditions, provides for the<br>merger of a subsidiary of DaimlerChrysler into DDC following the completion of<br>the tender offer. The board of directors of DDC has approved the tender offer<br>and the merger.<br> According to Roger S. Penske, Chairman, &quot;This transaction is an important<br>step in the continued growth of DDC. As we look at the competitive<br>environment, and the consolidation activity occurring within our industry,<br>this merger will provide strength and stability for DDC in the future. The<br>management team of DDC, including myself, remains committed to DDC and its<br>continued success. We also see this as a tremendous opportunity for our<br>employees and customers to be more closely associated with a company as<br>innovative and customer-focused as DaimlerChrysler. Furthermore, the current<br>DDC brand-named products will continue to be offered broadly in the<br>marketplace.&quot;<br> &quot;In the worldwide truck market, the engine is one of the most important<br>competitive elements in terms of customers' economic requirements as well as<br>to meet emission standards. Therefore, this step continues DaimlerChrysler's<br>strategy of building its worldwide leadership in diesel engines and enables us<br>to offer an integrated truck product in every major market across the globe,&quot;<br>added Dieter Zetsche, board member responsible for commercial vehicles.<br> The proposed acquisition is subject to approval by the antitrust<br>authorities of the U.S. and the European Union. It is anticipated that the<br>transaction will be completed by the fall of 2000.<br> Detroit Diesel Corporation is engaged in the design, manufacture, sale and<br>service of heavy-duty diesel and alternative fuel engines, automotive diesel<br>engines, and engine-related products. The company offers a complete line of<br>diesel engines from 22 to 10,000 horsepower for the on-highway, off-road, and<br>automotive markets. Detroit Diesel services these markets directly and<br>through a worldwide network of more than 2,800 authorized distributor and<br>dealer locations. DDC is a QS-9000 certified company.<br> Detroit Diesel's major shareholder is Penske Corporation, a closely-held,<br>diversified transportation services company whose operations include Penske<br>Truck Leasing Company, Diesel Technology Company, Penske Automotive Group,<br>Inc., Penske Auto Centers, Inc., and Penske Capital Partners, L.L.C. Penske<br>Corporation and its subsidiaries manage and operate businesses with annual<br>revenues exceeding $10 billion and employ more than 34,000 people around the<br>world.<br> Investors and security holders are strongly advised to read both the<br>tender offer statement and the solicitation/recommendation statement regarding<br>the tender offer referred to in this press release, when they become available<br>because they will contain important information. The tender offer statement<br>will be filed by DaimlerChrysler with the Securities and Exchange Commission<br>(SEC), and the solicitation/recommendation statement will be filed by Detroit<br>Diesel with the SEC. Investors and security holders may obtain a free copy of<br>these statements (when available) and other documents filed by DaimlerChrysler<br>and Detroit Diesel at the SEC's website at http://www.sec.gov .<br> The tender offer statement and related materials may be obtained for free<br>by directing such requests to DaimlerChrysler North America Holding<br>Corporation. The solicitation/recommendation statement and such other<br>documents may be obtained by directing such requests to Detroit Diesel<br>Corporation.<br> Detroit Diesel's World Wide Web address is http://www.detroitdiesel.com<br>