As previously announced, on
April 10, 2018, Tenneco Inc. (the Company) entered into a Membership Interest Purchase Agreement (Purchase Agreement) by and among the Company, Federal-Mogul, LLC (Federal-Mogul), American Entertainment
Properties Corp. and Icahn Enterprises L.P., pursuant to which the Company will acquire Federal-Mogul (the Transaction).
The waiting
periods for the filings made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), in connection with the Transaction expired as of 11:59 p.m., New York City time, on May 24, 2018.
The expiration of the waiting period under the HSR Act satisfies one of the closing conditions of the Transaction, which remains subject to the other closing
conditions specified in the Purchase Agreement. Subject to the satisfaction of the remaining conditions, Tenneco and Federal-Mogul expect the Transaction to close in the second half of 2018.
Additional Information and Where to Find It
In
connection with the proposed transaction between the Company and Federal-Mogul, the Company intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy
statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy
statement or other document(s) that the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FEDERAL-MOGUL AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies
of the proxy statement and other relevant materials (when they become available), and any and all documents filed by the Company with the SEC, may be obtained for free at the SECs website at www.sec.gov. In addition, stockholders may
obtain free copies of the documents filed with the SEC by the Company via the Companys Investor Relations section of its website at investors.tenneco.com or by contacting Investor Relations by directing a request to the Company,
Attention: Investor Relations, 500 North Field Drive in Lake Forest, Illinois, 60045 or by calling
(847) 482-5162.
Certain Information Regarding Participants
The Company
and its respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information about the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of the Companys stockholders in connection with the proposed transaction, and any interest they have in the proposed transaction, will be set forth in the definitive proxy statement when it is filed with the
SEC. Additional information regarding these individuals is set forth in the Companys proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2018, its Annual Report on
Form 10-K for
the fiscal year ended December 31, 2017, which was filed with the SEC on February 28, 2018, and its Quarterly Report on
Form 10-Q for
the quarter ended March 31, 2018, which was filed with the SEC on May 10, 2018. You may obtain these documents (when they become available) free of charge at the
SECs web site at www.sec.gov and from Investor Relations at the Company.
No Offer or Solicitations
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.