Reelection of Directors, Ratification of
Auditors also Approved at 2022 Annual Shareholder
Meeting
SKOKIE,
Ill., June 7, 2022 /PRNewswire/
-- Tenneco Inc. (NYSE: TEN) today announced that its
shareholders voted to approve Tenneco's pending acquisition by
affiliates of Apollo Global Management, Inc. at Tenneco's annual
meeting of shareholders held earlier today.
As previously announced, this transaction was unanimously
approved by Tenneco's Board of Directors, who recommended that the
Company's shareholders approve the transaction. The transaction is
expected to close in the second half of 2022, subject to customary
closing conditions and receipt of regulatory approvals.
Shareholders also voted to reelect all director nominees and
approved the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditor for 2022 and, in an advisory vote,
the Company's executive compensation.
Long-time Board member Jane L.
Warner announced her retirement and was recognized for the
many contributions made during her 18 years of service.
The final voting results on the proposals voted on at the annual
meeting will be set forth in a Form 8-K filed by Tenneco
with the U.S. Securities and Exchange Commission.
About Tenneco
Tenneco is one of the world's leading designers, manufacturers and
marketers of automotive products for original equipment and
aftermarket customers, with full year 2021 revenues of $18
billion and approximately 71,000 team members working at more
than 260 sites worldwide. Through our four business groups,
Motorparts, Performance Solutions, Clean Air and Powertrain,
Tenneco is driving advancements in global mobility by delivering
technology solutions for diversified global markets, including
light vehicle, commercial truck, off-highway, industrial,
motorsport and the aftermarket.
Visit www.tenneco.com to learn more.
Investors and others should note that Tenneco routinely posts
important information on its website and considers the Investor
section, www.investors.tenneco.com, a channel of
distribution.
Safe Harbor for Forward-Looking Statements
This
announcement contains "forward-looking statements," within the
meaning of Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the context of the statement and generally arise when
Tenneco or its management is discussing its beliefs, estimates or
expectations. Such statements generally include the words
"believes," "plans," "intends," "targets," "will," "expects,"
"estimates," "suggests," "anticipates," "outlook," "continues," or
similar expressions. These statements are not historical facts or
guarantees of future performance but instead represent only the
beliefs of Tenneco and its management at the time the statements
were made regarding future events which are subject to certain
risks, uncertainties and other factors, many of which are outside
Tenneco's control. Actual results and outcomes may differ
materially from what is contained in such forward-looking
statements as a result of various factors, including, without
limitation: (1) the inability to consummate the Merger within the
anticipated time period, or at all, due to any reason, including
the failure to obtain required regulatory approvals or the failure
to satisfy the other conditions to the consummation of the Merger;
(2) the risk that the Merger Agreement may be terminated in
circumstances requiring Tenneco to pay a termination fee; (3) the
risk that the Merger disrupts Tenneco's current plans and
operations or diverts management's attention from its ongoing
business; (4) the effect of the announcement of the Merger on the
ability of Tenneco to retain and hire key personnel and maintain
relationships with its customers, suppliers and others with whom it
does business; (5) the effect of the announcement of the Merger on
Tenneco's operating results and business generally; (6) the amount
of costs, fees and expenses related to the Merger; (7) the risk
that Tenneco's stock price may decline significantly if the Merger
is not consummated; (8) the nature, cost and outcome of any
litigation and other legal proceedings, including any such
proceedings related to the Merger and instituted against Tenneco
and others; (9) other factors that could affect Tenneco's business
such as, without limitation, cyclical and seasonal nature of the
industries that Tenneco serves; foreign operations, especially in
emerging regions; changes in currency exchange rates; business
disruptions due to public health or safety emergencies, such as the
novel strain of coronavirus ("COVID-19") pandemic; the cost and
availability of supplies, raw materials and energy; the
effectiveness of Tenneco's research and development, new product
introductions and growth investments; acquisitions and divestitures
of assets and gains and losses from dispositions; developments
affecting Tenneco's outstanding liquidity and indebtedness,
including debt covenants and interest rate exposure; developments
affecting Tenneco's funded and unfunded pension obligations;
warranty and product liability claims; legal proceedings; the
inability to establish or maintain certain business relationships
and relationships with customers and suppliers or the inability to
retain key personnel; the handling of hazardous materials and the
costs of compliance with environmental regulations; extreme weather
events and natural disasters; and (10) other risks to consummation
of the proposed Merger, including the risk that the proposed Merger
will not be consummated within the expected time period or at
all.
If the proposed transaction is consummated, Tenneco's
stockholders will cease to have any equity interest in Tenneco and
will have no right to participate in its earnings and future
growth. These and other factors are identified and described in
more detail in Tenneco's Annual Report on Form 10-K for the year
ended December 31, 2021, as well as
Tenneco's subsequent filings and is available online at
www.sec.gov. Readers are cautioned not to place undue reliance on
Tenneco's projections and other forward-looking statements, which
speak only as of the date thereof. Except as required by applicable
law, Tenneco undertakes no obligation to update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
Contacts:
|
|
Media
inquiries
|
Investor
inquiries
|
Bill Dawson
|
Linae
Golla
|
847 482-5807
|
847
482-5162
|
bdawson@tenneco.com
|
lgolla@tenneco.com
|
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SOURCE Tenneco Inc.