Tenneco Stockholders Approve Proposals Related to Federal-Mogul Acquisition

Tenneco Inc. (NYSE: TEN) announced that at its special meeting of stockholders held today, stockholders approved all of the proposals necessary to complete the acquisition of Federal-Mogul LLC.

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; 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 over 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, and that it expects the Federal-Mogul acquisition will close on October 1, 2018.

About Tenneco

Headquartered in Lake Forest, Illinois, Tenneco is one of the world’s leading designers, manufacturers and marketers of Ride Performance and Clean Air products and technology solutions for diversified markets, including light vehicle, commercial truck, off-highway equipment and the aftermarket, with 2017 revenues of $9.3 billion and approximately 32,000 employees worldwide.

On October 1, 2018, Tenneco expects to complete the acquisition of Federal-Mogul, a leading global supplier to original equipment manufacturers and the aftermarket with nearly 55,000 employees globally and 2017 revenues of $7.4 billion. Additionally, the company expects to separate its businesses to form two new, independent companies, an Aftermarket and Ride Performance company as well as a new Powertrain Technology company, in late 2019.