Navistar Preparing to Block Takeover Attempts

Diesel engine/truck manufacturer adopts “poison pill” plan

Truck builder and diesel engine manufacturer Navistar International Corp. has adopted a “stockholder rights plan,” apparently in anticipation of stepped-up efforts by activist shareholders to initiate takeover efforts. Carl Icahn reportedly has accumulated 12% of the company’s stock, Mark Rachesky apparently controls 13.6%, and Mario Gabelli is said to have assembled a 6.2% share.

Navistar stock has declined an estimated 45% in value over the past 12 months.

In addition to producing diesel engines and commercial and military trucks, and buses, Navistar has two metalcasting operations as part of its PurePower Technologies business unit. The foundries at Indianapolis and Waukesha, WI, produce gray and ductile iron and CGI castings for the group’s diesel engine products.

Icahn made efforts to force Navistar into a merger with Oshkosh Corp. in 2011, but the company’s directors reached a “truce” with him last November. They agreed not to increase the size of the board and to end a practice of staggered board elections — and they agreed not to institute a so-called a “poison pill” stockholder rights plan. In return, Icahn agreed not to initiate a proxy fight.

The plan the directors have now adopted is designed “to deter coercive takeover tactics,” according to a statement. This includes accumulation of shares in the open market, or through private transactions, and to prevent potential buyers from gaining control of the company without offering “a fair and adequate price” to all stockholders.

If any shareholder’s stake rises above 15%, the plan stipulates that one preferred stock purchase right will be distributed as a dividend on every share of Navistar common stock held at the close of business on June 29, 2012.

If an outside investor acquires a stake of 15% or more in the company, Navistar would entitle its shareholders to buy new common stock at a 50% discount.

In either case, the aim is to increase the challenge and the cost for anyone trying to overtake the current ownership position.

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