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Distributed by Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC. Our Standards: The Thomson Reuters Trust Principles. If you own shares of Tenneco and are concerned about the proposed merger, or you are interested in learning more about the investigation or your legal rights and remedies, please contact Melissa Fortunato or Alexandra Raymond by email atmergers@bespc.comor telephone at (646) 860-9157, or byfilling out this contact form. We are excited for Tenneco to enter this exciting next chapter with Apollo and together see compelling opportunities to accelerate Tennecos growth trajectory and enhance operations, said CEO Jim Voss. An antitrust issue arises when a transaction has anticompetitive effects. Apollo is a global private equity firm while Tenneco is a leader in design and manufacturing of original and aftermarket engine, suspension, air, and powertrain components. Apollos patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. Had Apollo not secured this exception, it would have had to pay Tenneco a $108 million break-up fee in the event that Russia or Ukraine objected to the deal, according to the filing. Announces Extension of Tender Offers.
No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. LAKE FOREST, Ill., Feb. 23, 2022 - Tenneco (NYSE: TEN) announced today it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo (NYSE: APO) (the There will be a marketing period for the contemplated notes that will take place once all conditions precedent to the merger are satisfied. They are: The Definitive Proxy Statement set the shareholder vote for June 7, 2022 and it is anticipated that the parties will have no issue obtaining approval from a majority of Tenneco shareholders. The industry leader for online information for tax, accounting and finance professionals. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of the Company 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 the Company's control. For Tenneco investors:Linae Golla847-482-5162lgolla@tenneco.com, Rich Kwas248-849-1340rich.kwas@tenneco.com, For Tenneco media:Bill Dawson847-482-5807bdawson@tenneco.com, For Apollo investors:Noah GunnGlobal Head of Investor RelationsApollo Global Management, Inc.(212) 822-0540IR@apollo.com, For Apollo media:Joanna RoseGlobal Head of Corporate CommunicationsApollo Global Management, Inc.(212) 822 0491Communications@apollo.com. TEN. Tenneco shares hovered around $19.23 on Monday, very close to the $20 per share deal price. Russia contributed $100 million to the $15.4 billion annual revenue the company posted in 2020, and Tenneco does not own hard assets in Ukraine, according to a source familiar with the matter. See here for a complete list of exchanges and delays. With that said, ABC and Tenneco, while both automotive parts suppliers, have essentially no overlap in product offerings. To learn more, please visit www.apollo.com. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. If you have an ad-blocker enabled you may be blocked from proceeding. Analyst recommendations: Nike, Albermarle, Diageo, Reckitt Benck.. Deutsche Bank Adjusts Tenneco's Price Target to $20 From $18, Maintains Hold Rating, Chief Information Officer & Senior Vice President. If you own shares of Tenneco and are concerned about the proposed merger, or you are interested in learning more about the investigation or your legal rights I/we have no stock, option or similar derivative position in any of the companies mentioned, but may initiate a beneficial Long position through a purchase of the stock, or the purchase of call options or similar derivatives in TEN over the next 72 hours. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. 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; (2) the risk that the Merger disrupts the Company's current plans and operations or diverts management's attention from its ongoing business; (3) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (4) the effect of the announcement of the Merger on the Company's operating results and business generally; (5) the amount of costs, fees and expenses related to the Merger; (6) the risk that the Company's stock price may decline significantly if the Merger is not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; and (8) other risks to consummation of the proposed Merger. Moreover, the U.S. and Canada, the two countries that would most likely raise anticompetitive concerns, have already signed-off on the transaction. For instance, the Russell 2000 is down ~13% since the deal was announced in February: In addition, the bulk of Tenneco's debt is comprised of 2 floating rate term loans equaling $2.959b due starting in 2023.

In addition, the Company is not providing financial guidance for 2022 as a result of the pending transaction. The acquisition was announced on Feb. 23, one day before Russia launched what it called a special military operation against Ukraine that has led to hundreds of casualties and has rattled global financial markets. In the asset management business, Apollo seeks to provide its clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid, and equity. Exclusive news, data and analytics for financial market professionals, Reporting by Krystal Hu in Beijing The transaction is still awaiting the blessing from China, Japan, Mexico, the European Union, Ukraine, and Russia. NEW YORK, Sept. 07, 2022 (GLOBE NEWSWIRE) -- Pegasus Merger Co. (the Company), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced today that it has amended the terms of the Companys previously announced cash tender offers (together, the Tender Offer) and consent Apollo negotiated Russia, Ukraine carve-out in $7.1 billion Te A widening downturn might materially alter the economic drivers of Tenneco's business. The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from Global Bondholder Services Corporation. Certain funds managed by affiliates of Apollo Globa.. Tenneco Inc : Other Events, Financial Statements and Exhibits (form 8-K), Group of Banks Led by Citi, Bank of America to Fund $5.4 Billion Debt of Tenneco, JPMorgan Reinstates Tenneco at Overweight With $20 Price Target. Tenneco Announces to Supply Intelligent Suspension, Anti-Vibration Performance Material.. Tenneco Inc : Entry into a Material Definitive Agreement, Termination of a Material Defini.. Tenneco Inc.(NYSE:TEN) dropped from S&P TMI Index, Tenneco Inc.(NYSE:TEN) dropped from S&P Global BMI Index. The deal is one of the first to include provisions relating to the conflict between Russia and Ukraine. Such statements only reflect Merger Subs best assessment at this time and are indicated by words or phrases such as plans, intends, will or similar words or phrases. Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. All quotes delayed a minimum of 15 minutes. from 8 AM - 9 PM ET.

In this case, the two parties - Apollo and Tenneco - do not offer similar products nor operate in the same industry. All rights reserved. February 23, 2022. satisfaction of all reps & warranties by both parties. Furthermore, failure to consummate the transaction for lack of debt funding puts Apollo on the hook to pay a $108m reverse termination fee. Monroe Releases New Part Numbers in February, Including New Monroe OESpectrum Shock and Mount Assembly, Quick-Strut Assemblies, Conversion Kit for Vehicles with Factory-Equipped Magnetic Ride Control, and More. The mission of an FDI review is to protect a country's citizens by identifying and vetting certain transactions that would jeopardize safety and security. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. The final voting results on the proposals voted on at the annual meeting will be set forth in a Form8-Kfiled by Tenneco with the U.S. Securities and Exchange Commission. Holders are not entitled to withdraw previously tendered Notes or revoke Consents delivered pursuant to the Consent Solicitation, unless otherwise required by law. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. that could put a country at risk.

I have no business relationship with any company whose stock is mentioned in this article. On November 14, 2022, Pegasus Merger Co. ("Merger Sub"), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced that it has amended the terms of its previously announced cash tender offers (together, the "Tender Offer") and consent solicitations (together, the "Consent Apollo is a global, high-growth alternative asset manager.

While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. I wrote this article myself, and it expresses my own opinions. Shareholders also voted to reelect all director nominees and approved the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for 2022 and, in an advisory vote, the Company's executive compensation. These statements are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Apollo agreed to pay only ~5.6x 2021 EBITDA (=$7.150b/$1.273b) for Tenneco. Therefore, Tenneco's current market price presents an opportunity for investors to make a spectacular +25% return in less than 6 months. While the ballooning spread between Tenneco's buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. :Bragar Eagel & Squire, P.C. So even if reality differs from its original expectations in light of the looming recession, Apollo looks positioned to make money on this transaction. In all, regulatory approvals are not expected to cause a delay to this transaction. The Early Participation Premium is included in the Total Consideration. I have no business relationship with any company whose stock is mentioned in this article. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. This press release is for informational purposes only and is not an offer to buy, nor the solicitation of an offer to sell any of the Notes. Voss brings significant experience in industrial manufacturing, with more than 25 years of experience in the specialty materials industry and having served as an operating partner to Apollo Funds since 2012. I am not receiving compensation for it (other than from Seeking Alpha). One risk to the deal is rising interest rates. On October 25, 2022, the Japan Fair Trade Commission issued its approval of the Merger under the applicable provisions of the Anti-Monopoly Act of Japan.

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