Navistar Adopts Stockholder Rights Plan

LISLE, Ill., June 20, 2012 /PRNewswire/ -- Navistar International Corporation (NYSE: NAV) today announced that its Board of Directors has adopted a Stockholder Rights Plan (the "Rights Plan" or "Plan") and declared a dividend of one right on each outstanding share of Navistar (the "Company") common stock.

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The Plan is designed to deter coercive takeover tactics including the accumulation of shares in the open market or through private transactions and to prevent an acquiror from gaining control of the Company without offering a fair and adequate price to all of the Company's stockholders.

Pursuant to the Plan, one preferred stock purchase right will be distributed as a dividend on each share of the Company's common stock held of record as of the close of business on June 29, 2012.

Each right initially will entitle stockholders to buy a unit representing one one-thousandth of a share of a new series of preferred stock of the Company for $140.00.  The rights generally will be exercisable only if a person or group acquires beneficial ownership (including through derivatives) of 15% or more of the Company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company's common stock.  If a person or group acquires beneficial ownership of 15% or more of the Company's common stock, each right (other than rights held by the acquiror) will, unless the rights are redeemed by the Company, become exercisable upon payment of the exercise price of $140.00 for common stock of the Company having a market value of twice the exercise price of the right.

The rights may be redeemed by the Company for $0.001 per right at any time until the tenth business day following the first public announcement of the acquisition of beneficial ownership of 15% of the Company's common stock.

The Plan exempts any person or group owning 15% or more of the Company's common stock as of the time of the first public announcement of the Rights Plan, but only for so long as such person or group does not become the beneficial owner of any additional shares of common stock (including through derivatives). 

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