Tenneco Stockholders Approve Proposals Related To Federal-Mogul Acquisition

Tenneco Stockholders Approve Proposals Related To Federal-Mogul Acquisition

The company expects the acquisition to close on Oct. 1.

Tenneco announced at its special meeting of stockholders held yesterday that stockholders have approved all of the proposals necessary to complete the acquisition of Federal-Mogul LLC. The deal was first announced in April.

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. In addition, stockholders approved 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 more than 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 the deal, which it expects will happen on Oct. 1.

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