ArvinMeritor attempts takeover of Dana Corp.

TROY, Mich., (July 8, 2003) — ArvinMeritor announced today it intends to commence a tender offer to acquire all of the outstanding shares of Dana Corp. for $15.00 per share in cash.

Larry Yost, chairman and CEO of ArvinMeritor, stated in a press release that he would have preferred to meet with the Dana Board and its advisors to discuss an all-cash offer and negotiate a mutually acceptable transaction. “However, Dana has rejected our prior proposals and refused our requests to enter into discussions,” he said. “Therefore, we believe it is necessary to take our offer directly to Dana’s shareowners.”

ArvinMeritor, which currently owns 1,085,300 shares of Dana’s common stock, also filed a lawsuit against Dana and its board of directors asserting that Dana’s board breached its fiduciary duties to Dana’s shareowners when it rejected ArvinMeritor’s proposals without meeting with the company.

The proposed transaction has a total equity value of about $2.2 billion assuming 148.6 million shares of Dana outstanding. In addition, Dana has net debt and minority interests of approximately $2.2 billion, bringing the total enterprise value to approximately $4.4 billion. The offer will be conditioned upon, among other things, the removal of Dana’s poison pill, acceptance by more than two-thirds of Dana’s shares, receipt of necessary regulatory approvals, and obtaining necessary financing.

In a prepared statement, Dana said its board will evaluate the tender offer and advise shareholders of its position within 10 days. The company urged shareholders to defer making a decision regarding ArvinMeritor’s offer until Dana issued that decision. It also “strongly advised” its customers, suppliers and employees to “carefully read” the board’s recommendation when available because “it will contain important information.”

Yost said that a combined worldwide light vehicle, commercial truck and aftermarket business will have a more diversified product mix and a balanced customer base. “The combined company will have the increased capability to accelerate growth, make strategic investments, and enlarge our diversified portfolio of products and services,” he said. “It also will enable us to expand our content per vehicle by developing a complete undercarriage and drivetrain system technology capability to serve both the light and commercial vehicle industries, as we strengthen the powertrain product portfolio.”

ArvinMeritor expects to achieve annual cost synergies in the range of $200 million as a result of the transaction.