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ArvinMeritor, Inc., is determined to grow one way or another. Last year the Michigan-based auto parts manufacturer lost the auction for TRW Automotive Inc., which was won by The Blackstone Group instead. But now ArvinMeritor has a new target. On July 9 the company launched an unsolicited $4.4 billion offer for industry rival Dana Corporation. It’s the second-largest hostile bid for a U.S. company this year, after Oracle Corporation’s battle for PeopleSoft, Inc. In addition to paying investors $15 for each Dana share, ArvinMeritor would also assume $2.2 billion in debt for the target. But ArvinMeritor faces an uphill fight. Though Dana is based in Toledo, it’s incorporated in Virginia, and that state’s tougher laws make hostile takeovers virtually impossible. ArvinMeritor can only hope that its bid will spur Dana’s directors to come to the negotiating table. As of press time, that hadn’t happened, nor had ArvinMeritor secured the $3.7 billion in financing it needs to fund the deal, leaving the outcome of the bid uncertain. For bidder ArvinMeritor, Inc. (Troy, Michigan) In-house: General counsel Vernon Baker II and vice president Bonnie Wilkinson. Gibson, Dunn & Crutcher (Los Angeles): Corporate: Steven Buffone, Dennis Friedman, and Scott Kislin. Litigation: Wesley Howell, Jr., Adam Offenhartz, and Wayne Smith. Finance: Joerg Esdorn. (All are in New York except for Smith, who is in Irvine, California.) Woods, Rogers & Hazlegrove (Roanoke, Virginia): Litigation: James Creekmore, William Poff, and Michael Urbanski. Corporate: Nicholas Conte, Talfourd Kemper, Jr., and associate Russell Schundler. This is the first time that Woods, Rogers has represented ArvinMeritor. The firm was referred to Gibson, Dunn. Richmond-based McGuireWoods was ArvinMeritor’s initial Virginia counsel for the deal, but stepped aside. For target Dana Corporation (Toledo) In-house: General counsel Michael DeBacker, senior counsel Pamela Fletcher, and managing attorney Steven Keller. Wachtell, Lipton, Rosen & Katz (New York): Corporate: Adam Emmerich, David Karp, and associates William Harker and P. Morgan Ricks. Litigation: Paul Rowe, Rachelle Silverberg, and associate Martin Arms. Wachtell has represented Dana since the late eighties. Emmerich represented the company in its 1999 acquisition of Echlin Inc., for $3 billion. Hunton & Williams (Richmond): Corporate: Robert Acosta-Lewis, Allen Goolsby III, and John Gwathmey. Litigation: Stacy Colvin, Edward Fuhr, and associate Eric Feiler. Hunton is longtime Virginia counsel to Dana. For the Special Committee of Dana Independent Directors Skadden, Arps, Slate, Meagher & Flom (New York): Roger Aaron, Michael Gizang, of counsel Curtis “Hank” Barnette, and associate Todd Freed. (Barnette is in Washington, D.C.)

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