Meritor Announces Cash Tender Offer and Consent Solicitation for Any and All of Its 8-1/8% Notes due 2015

 Meritor Announces Cash Tender Offer and Consent Solicitation for Any and All
                         of Its 8-1/8% Notes due 2015

PR Newswire

TROY, Mich., May 7, 2013

TROY, Mich., May 7, 2013 /PRNewswire-FirstCall/ --Meritor, Inc. (NYSE: MTOR),
announced today that it has commenced a cash tender offer to purchase any and
all of its outstanding 8-1/8% Notes due 2015 (CUSIP No. 043353 AC5) (the
"Notes") and a solicitation of consents (the "Consents") from each holder of
the Notes to effect certain proposed amendments to the indenture governing the
Notes (the "Offer and Consent Solicitation").

The terms and conditions of the Offer and Consent Solicitation are described
in an Offer to Purchase and Consent Solicitation Statement, dated May 7, 2013
(the "Offer to Purchase"), and a related Consent and Letter of Transmittal
(the "Letter of Transmittal"). 

The following table summarizes the pricing terms of the Offer and Consent
Solicitation:

                                           Dollars per $1,000 Principal
                                           Amount of Securities
                              Aggregate                  Early
Title of Security  CUSIP      Principal    Total         Tender  Tender Offer
                   Number     Amount       Consideration Payment Consideration
                              Outstanding
8-1/8% Notes due   043353 AC5 $251,037,000 $1,140.00     $30.00  $1,110.00
2015

The Offer and Consent Solicitation will expire at 12:01 a.m. New York City
time, on June 5, 2013, unless extended or earlier terminated (the "Expiration
Date"). The consideration for each $1,000 principal amount of Notes validly
tendered and accepted for purchase pursuant to the Offer and Consent
Solicitation will be the tender offer consideration for the Notes set forth in
the table above (the "Tender Offer Consideration"). Holders of Notes, who
validly tender (and do not validly withdraw) their Notes at or prior to 5:00
p.m., New York City time, on May 17, 2013, unless extended (the "Early Tender
Date") and whose Notes are accepted for purchase pursuant to the Offer and
Consent Solicitation, will receive the Tender Offer Consideration for such
Notes, plus the early tender payment set forth in the table above (the "Early
Tender Payment" and, together with the Tender Offer Consideration, the "Total
Consideration"). Holders of Notes tendering their Notes after the Early
Tender Date will not be eligible to receive the Early Tender Payment.

Holders of Notes validly tendered and accepted for purchase pursuant to the
Offer and Consent Solicitation will receive the applicable consideration set
forth in the table above, plus accrued and unpaid interest from the last
interest payment date to, but not including, the applicable Settlement Date
(as such term is defined in the Offer to Purchase).

Tendered Notes and deliveries of Consents may be withdrawn or revoked at any
time at or prior to 5:00 p.m., New York City time, on May 17, 2013, unless
extended (the "Withdrawal Date"). Holders of Notes who tender their Notes
after the Withdrawal Date, but on or prior to the Expiration Date, may not
withdraw their tendered Notes. Holders of Notes who validly tender their
Notes will be deemed to have validly delivered the related Consents. Holders
of Notes may not tender Notes without delivering the related Consents.

The consummation of the Offer and Consent Solicitation is not conditioned upon
any minimum amount of Notes being tendered, but is subject to, and conditioned
upon, the satisfaction or waiver of certain conditions described in the Offer
to Purchase, including, among others, Meritor receiving proceeds from a debt
financing transaction sufficient to purchase and pay accrued interest on all
Notes validly tendered and accepted for purchase by Meritor and pay all fees
and expenses in connection with the Offer and Consent Solicitation and debt
financing transaction.

Citigroup Global Markets Inc. has been retained as the dealer manager and
solicitation agent. Global Bondholder Services Corporation has been retained
to serve as both the depositary and the information agent. Persons with
questions regarding the Offer and Consent Solicitation should contact
Citigroup Global Markets Inc. at (toll-free) (800)558-3745 or (collect)
(212)723-6106. Requests for copies of the Offer to Purchase, Letter of
Transmittal and other related materials should be directed to Global
Bondholder Services Corporation at (toll-free) (866) 937-2200 or (collect)
(212)430-3774.

None of Meritor or its affiliates, its board of directors, the dealer manager
and solicitation agent, the depositary and the information agent or the
trustee for the Notes, makes any recommendation as to whether holders of the
Notes should tender or refrain from tendering the Notes.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the Notes or any other securities, nor shall there be any
sale of the Notes or any other securities in any state in which such offer,
solicitation or sale would be unlawful. The Offer and Consent Solicitation is
made only through the use of the Offer to Purchase and the accompanying Letter
of Transmittal. The Offer and Consent Solicitation is not being made to
holders of Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Offer and Consent Solicitation
is required to be made by a licensed broker or dealer, the Offer and Consent
Solicitation will be deemed to be made on behalf of Meritor by the dealer
manager or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.

About Meritor, Inc.

Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking
and aftermarket solutions for commercial vehicle and industrial markets. With
more than a 100-year legacy of providing innovative products that offer
superior performance, efficiency and reliability, the company serves
commercial truck, trailer, off-highway, defense, specialty and aftermarket
customers in more than 70 countries. Meritor is based in Troy, Michigan,
United States, and is made up of more than 9,000 diverse employees who apply
their knowledge and skills in manufacturing facilities, engineering centers,
joint ventures, distribution centers and global offices in 19 countries.
Meritor's common stock is traded on the New York Stock Exchange under the
ticker symbol MTOR. For important information, visit the company's website at
meritor.com.

Forward Looking Statements

This press release contains statements relating to our future results
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by words or phrases
such as "believe," "expect," "anticipate," "estimate," "should," "are likely
to be," "will" and similar expressions. Actual results may differ materially
from those projected as a result of certain risks and uncertainties, including
but not limited to failure to receive the Brazilian regulatory approvals
required to complete the sale of our ownership stake in Suspensys Sistemas
Automotivos Ltda. or to otherwise successfully complete the sale of such
ownership stake; failure to consummate our debt tender offer due to financing
or other conditions; reduced production for certain military programs and our
ability to secure new military programs as our primary military programs wind
down by design in future years; reliance on major original equipment
manufacturer ("OEM") customers and possible negative outcomes from contract
negotiations with our major customers, including failure to negotiate
acceptable terms in contract renewal negotiations; our ability to
successfully manage rapidly changing volumes in the commercial truck markets
and work with our customers to adjust their demands in view of rapid changes
in production levels; global economic and market cycles and conditions;
availability and sharply rising costs of raw materials, including steel, and
our ability to manage or recover such costs; our ability to manage possible
adverse effects on our European operations, or financing arrangements related
thereto, in the event one or more countries exit the European monetary union;
risks inherent in operating abroad (including foreign currency exchange rates,
implications of foreign regulations relating to pensions and potential
disruption of production and supply due to terrorist attacks or acts of
aggression); rising costs of pension and other postretirement benefits; the
ability to achieve the expected benefits of restructuring actions; the demand
for commercial and specialty vehicles for which we supply products; whether
our liquidity will be affected by declining vehicle productions in the future;
OEM program delays; demand for and market acceptance of new and existing
products; successful development of new products; labor relations of our
company, our suppliers and customers, including potential disruptions in
supply of parts to our facilities or demand for our products due to work
stoppages; the financial condition of our suppliers and customers, including
potential bankruptcies; possible adverse effects of any future suspension of
normal trade credit terms by our suppliers; potential difficulties competing
with companies that have avoided their existing contracts in bankruptcy and
reorganization proceedings; potential impairment of long-lived assets,
including goodwill; potential adjustment of the value of deferred tax assets;
competitive product and pricing pressures; the amount of our debt; our ability
to continue to comply with covenants in our financing agreements; our ability
to access capital markets; credit ratings of our debt; the outcome of existing
and any future legal proceedings, including any litigation with respect to
environmental or asbestos-related matters; the outcome of actual and potential
product liability, warranty and recall claims; and possible changes in
accounting rules;  as well as other substantial costs, risks and
uncertainties, including but not limited to those detailed herein and in our
Annual Report on Form 10-K for the year ended September 30, 2012, as amended
and from time to time in our other filings with the SEC. See also the
following portions of our Annual Report on Form 10-K for the year ended
September 30, 2012, as amended: Item 1. Business, "Customers; Sales and
Marketing"; "Competition"; "Raw Materials and Supplies"; "Employees";
"Environmental Matters"; "International Operations"; and "Seasonality;
Cyclicality"; Item 1A. Risk Factors; Item 3. Legal Proceedings; and Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations. These forward-looking statements are made only as of the
respective dates on which they were made, and we undertake no obligation to
update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as otherwise required by law.

(Logo: http://photos.prnewswire.com/prnh/20110330/DE73783LOGO)

SOURCE Meritor, Inc.

Website: http://www.meritor.com
Contact: Media Inquiries, Robert Herta, (248) 435-1185,
robert.herta@meritor.com; Investor Inquiries, Christy Daehnert, (248)
435-9426, christy.daehnert@meritor.com
 
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