Meritor Completes Early Settlement of Its Cash Tender Offer and Consent Solicitation for Any and All of Its 8-1/8% Notes due

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

PR Newswire

TROY, Mich., May 31, 2013

TROY, Mich., May 31, 2013 /PRNewswire/ --Meritor, Inc. (NYSE: MTOR),
announced today that it has completed the early settlement of its previously
announced cash tender offer and consent solicitation (the "Offer and Consent
Solicitation") for its 8-1/8% Notes due 2015 (CUSIP No. 043353 AC5) (the
"Notes"). Meritor funded the early settlement with a portion of the proceeds
from its $275 million offering of notes completed on May 31, 2013.

On May 30, 2013, Meritor accepted for purchase all $166,141,000 principal
amount of Notes validly tendered and not validly withdrawn at or prior to 5:00
p.m., New York City time, on May 23, 2013 (the "Early Tender Date"),
representing 66.18% of the outstanding principal amount of Notes. Holders of
those Notes were paid the applicable Total Consideration listed in the table
below, plus accrued and unpaid interest up to, but not including, the date of
payment. The total cash payment made by the Company to purchase the Notes
tendered through the Early Tender Date, including accrued and unpaid interest
up to, but not including, May 31, 2013, was approximately $192 million.
Holders who validly tender their Notes after the Early Tender Date and at or
prior to the Expiration Date (as defined below) will only be eligible to
receive the Tender Offer Consideration listed in the table below, plus accrued
and unpaid interest up to, but not including, the date of payment.

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

In conjunction with the completion of the early settlement, the amendments to
the indenture governing the Notes set forth in the previously executed
supplemental indenture have become operative with respect to the Notes.

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").

Citigroup Global Markets Inc. is acting as the dealer manager and solicitation
agent for the Offer and Consent Solicitation. Global Bondholder Services
Corporation is acting 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, and our ability to obtain
new customers; the outcome of actual and potential product liability, warranty
and recall claims; 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; 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 or Investor Inquiries: Christy Daehnert, (248)
435-9426, christy.daehnert@meritor.com
 
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