Market Overview

Tenneco Stockholders Approve Proposals Related to Federal-Mogul Acquisition


Company expects acquisition to close October 1, 2018

Tenneco Inc. (NYSE:TEN) announced that at its special meeting of
stockholders held today, stockholders approved all of the proposals
necessary to complete the acquisition of Federal-Mogul LLC.

With more than 85 percent of eligible shares voting, Tenneco
stockholders approved a proposal to adopt an amended and restated
certificate of incorporation that creates a new class of non-voting
common stock, and reclassifies existing common stock as voting common
stock; a proposal to approve the issuance of stock consideration to be
paid for the acquisition of Federal-Mogul; and a proposal to approve the
amended and restated Tenneco Inc. 2006 long-term incentive plan to
change the number of shares available for issuance. All three proposals
received the support of over 90 percent of the shares voted, including
the proposal to issue stock for the acquisition of Federal Mogul, which
was approved by approximately 98 percent of the shares voted.

"We are very pleased with the results of the meeting and the strong vote
of confidence from our stockholders," said Tenneco Chairman Gregg
Sherrill. "This is a major step forward in the creation of two strong
leading global companies, each in an excellent position to capture
opportunities unique to their respective markets, and realigned in a way
to unlock shareholder value."

During the meeting, the company announced that it had received the
regulatory approvals required to close, and that it expects the
Federal-Mogul acquisition will close on October 1, 2018.

About Tenneco

Headquartered in Lake Forest, Illinois, Tenneco is one of the world's
leading designers, manufacturers and marketers of Ride Performance and
Clean Air products and technology solutions for diversified markets,
including light vehicle, commercial truck, off-highway equipment and the
aftermarket, with 2017 revenues of $9.3 billion and approximately 32,000
employees worldwide.

On October 1, 2018, Tenneco expects to complete the acquisition of
Federal-Mogul, a leading global supplier to original equipment
manufacturers and the aftermarket with nearly 55,000 employees globally
and 2017 revenues of $7.4 billion. Additionally, the company expects to
separate its businesses to form two new, independent companies, an
Aftermarket and Ride Performance company as well as a new Powertrain
Technology company, in late 2019.

About the Future Aftermarket and Ride Performance Company

Following the separation, the aftermarket and ride performance company
will be one of the largest global multi-line, multi-brand aftermarket
companies, and one of the largest global OE ride performance and braking
companies. The aftermarket and ride performance company's principal
product brands will include Monroe®, Walker®, Clevite®Elastomers, MOOG®,
Fel-Pro®, Wagner®, and Champion®. The Aftermarket and Ride Performance
company would have 2017 pro-forma revenues of $6.4 billion, with 57% of
those revenues from aftermarket and 43% from original equipment

About the Future Powertrain Technology Company

Following the separation, the powertrain technology company will be one
of the world's largest pure-play powertrain companies serving OE markets
worldwide with engineered solutions addressing fuel economy, power
output, and criteria pollution requirements for gasoline, diesel and
electrified powertrains. The powertrain technology company would have
2017 pro-forma revenues of $10.7 billion, serving light vehicle,
commercial truck, off-highway and industrial markets.

Forward-Looking Statements. This communication contains
forward-looking statements. These forward-looking statements include,
but are not limited to, (i) all statements, other than statements of
historical fact, included in this communication that address activities,
events or developments that we expect or anticipate will or may occur in
the future or that depend on future events and (ii) statements about our
future business plans and strategy and other statements that describe
Tenneco's outlook, objectives, plans, intentions or goals, and any
discussion of future operating or financial performance. These
forward-looking statements are included in various sections of this
communication and the words "may," "will," "should," "could," "expect,"
"anticipate," "estimate," and similar expressions (and variations
thereof) are intended to identify forward-looking statements.
Forward-looking statements included in this release concern, among other
things, the proposed acquisition of Federal-Mogul LLC and related
separation transactions, including the expected timing of completion of
the proposed acquisition and spin-off; the benefits of the proposed
acquisition and spin-off; the combined and separated companies'
respective plans, objectives and expectations; future financial and
operating results; and other statements that are not historical facts.
Forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to materially differ from
those described in the forward-looking statements, including the risk
that the acquisition transaction may not be completed in a timely manner
or at all due to a failure to satisfy certain closing conditions,
including any stockholder or regulatory approval or the failure to
satisfy other conditions to completion of the transaction; the
occurrence of any event, change or other circumstance that could give
rise to the termination of the purchase agreement; the outcome of any
legal proceeding that may be instituted against Tenneco and others
following the announcement of the transactions; the combined company may
not complete the separation of the Aftermarket & Ride Performance
business from the Powertrain Technology business (or achieve some or all
of the anticipated benefits of such a separation); the proposed
transactions may have an adverse impact on existing arrangements with
Tenneco or Federal-Mogul, including those related to transition,
manufacturing and supply services and tax matters; the amount of the
costs, fees, expenses and charges related to the transactions may be
greater than expected; the ability to retain and hire key personnel and
maintain relationships with customers, suppliers or other business
partners; the risk that the benefits of the transactions, including
synergies, may not be fully realized or may take longer to realize than
expected; the risk that the transactions may not advance the combined or
separated companies' respective business strategy; the risk that the
combined company may experience difficulty integrating or separating all
employees or operations; the potential diversion of Tenneco management's
attention resulting from the proposed transactions; as well as the risk
factors and cautionary statements included in Tenneco's periodic and
current reports (Forms 10-K, 10-Q and 8-K) filed from time to time with
the SEC.

In addition, please see Tenneco's financial results press release for
factors that could cause Tenneco's future performance to vary from the
expectations expressed or implied by the forward-looking statements

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