Lear Corporation (LEA) Reschedules Annual Meeting in Response to Review of Proposed Merger with American Real Estate Partners (ACP)

June 22, 2007 8:17 AM EDT

Lear Corporation (NYSE: LEA) has rescheduled its 2007 Annual Meeting to July 12, 2007 to allow stockholders sufficient time to evaluate the Company’s response to recent criticisms of the proposed merger with American Real Estate Partners, L.P. (NYSE: ACP) “AREP”, a diversified holding company and an affiliate of Carl C. Icahn. The Company has also filed with the Securities and Exchange Commission a letter to all stockholders from a special independent committee of Lear’s Board of Directors, reviewing the major reasons why the Board strongly recommends a vote in favor of the AREP proposal and addressing certain inaccurate statements by opponents of the transaction.

In the letter to stockholders, a copy of which is attached, the special committee emphasizes that:

• Under objective valuation measures, the $36 per share offer price is fair to stockholders, and is more than double Lear’s stock price of just over a year ago;

• The company aggressively sought out higher bids by contacting 41 potential strategic and financial buyers, with no competing offers being received;

• There is significant execution risk to Lear’s long-term business plan:

• Lear’s results are highly dependent on SUV and light truck sales, which are trending lower

• A significant labor disruption or strike would materially impact Lear and its supply chain

• Recent improvements in the Company’s financial performance do not materially change the long-term outlook

• CEO Bob Rossiter’s personal interests had no impact on the merger decision-making process or outcome. Ultimate authority for the merger rested with an active special committee and Lear’s Board;

• Volatility and structural change within the automotive sector are likely to continue for the foreseeable future.

The Board of Directors, on the unanimous recommendation of a special committee of independent directors, has approved the merger agreement and recommends that Lear’s stockholders vote “FOR” adoption of the Merger Proposal. As announced on February 9, 2007, Lear entered into the merger agreement pursuant to which Lear’s stockholders will be entitled to receive, subject to consummation of the merger, $36.00 in cash for each share they own, without interest and less any applicable withholding tax.

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