$7.5 Billion Automotive Merger

Meritor Automotive, Inc. (Meritor) and Arvin Industries, Inc. (Arvin) announced on April 6, 2000 that the two companies have entered into a definitive agreement to combine their businesses in a strategic merger of equals. The transaction will create a leading global supplier of a broad range of integrated systems, modules and components for light vehicle, commercial truck, trailer and specialty original equipment manufacturers and related aftermarkets. The new company, which will have combined revenues of $7.5 billion, will be called “ArvinMeritor, Inc.”

Under the terms of the agreement, Arvin shareholders will receive 1.00 share of ArvinMeritor common stock plus $2.00 of cash consideration for each share of Arvin common stock. Meritor shareholders will receive 0.75 shares of ArvinMeritor for each share of Meritor common stock.

Blake, Cassels & Graydon LLP is advising Meritor and Arvin on the Canadian aspects of the merger with a team that includes David Fruitman (competition), Pam Hughes (securities), Leslie Morgan (tax) and Brian Westlake, Bliss White and Alice Lee (corporate).


Alice Lee Bliss White Brian Westlake Pamela S. Hughes